Ben 10 x RWBY: Of Gemstones and Watches
by Transwiththeplans
Summary: In an alternate timeline, Ben and Ruby work together to uncover a mysterious plot that may threaten their lives, and the planet as a whole. (Cover by Hawkguyart)
1. And Then There Were 10

A/N: Hello there! My name is Rosalina, and this is what I've spent a good part of my teens doing. I have partnered with my bestie Winter Coma (read her stories, shes amazing) to write this story. To mash up the worlds of RWBY and Ben 10 seems odd, but it just works. There will be some changes to the designs and characters, and in time, this story will have a timeskip. There will also be some original characters, so I really hope you like them! Anyways, please enjoy this first chapter! I'll hopefully update every 1-2 weeks.

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Ben Tennyson didn't really know what to say to the girl sitting across from him. Mainly because he had never seen her in his life, nor did he know the relationship between her parents and Grandpa Max. He felt a little betrayed by his grandpa, but maybe an extra passenger in the Rustbucket had been discussed before. He never really paid attention. It didn't look like the girl was paying attention either. She was too busy staring out the window, at the passing traffic, a somewhat distant look in her eyes.

The girl had nice black, neck-length, choppy hair that graduated to dark red at the tips. Not to mention pale skin, an obvious sign that she hadn't been out much. Maybe that's why she'd been forced into this. Maybe folks wanted her to make friends and get a slight tan. Still, Ben didn't really want her on the trip. The road trip was supposed to be a time for Ben and Max to bond, not for some awkward third wheel to join. (Ben hoped he was using that phrase correctly.)

Ben grumbled to himself how ruined his summer was, before his brain offered this ray of light; _**at least it wasn't Gwen. Little Miss Smarty Pants better remain at her stupid summer university.**_ (Besides, who used summer to do school stuff? Lame.)

"...so, how do you know my grandpa?" Ben attempted to break the silence.

The girl looked away from the window and glanced over at Ben. "Oh? Oh, he's a friend of my dad's. My dad's kinda traveling with my sister for the next few months, and… your grandpa offered to take me for the summer."

"Oh." Ben said. She had an honestly valid reason to be here. "...I don't think I got your name, by the way. I'm Ben."

The girl smiled back, making Ben feel a little more comfortable. "My name's Ruby. Ruby Rose."

"So...where you from?"

"Oh, just some little town in the country. Never really been in a big city before, so, it's kinda overwhelming." She admitted.

"Well, Bellwood is a pretty small city. Don't see why you'd be overwhelmed."

"I suppose I have to start small," Ruby said. "That way I won't be overwhelmed by a bigger version of the experience."

Ben noted how strangely mature this girl seemed. It reminded him of Gwen. But, there was something so innocent and mischievous about her eyes, which… Ben was starting to notice. They were a beautiful silver, nothing like Ben had seen before. Shinier than any quarter or silverware Ben had ever held. He didn't think any human on Earth had eyes like that, and he wondered if that meant there was something inherently special about the girl who had them.

"So, you mind if ask why were you hanging from the tree by your undies?" Ruby teased the boy, making his face red. Ben just looked away and ignored Ruby's giggling.

This was going to be a _long_ road trip.

-  
Maybe the shock of Ruby joining the trip wasn't the biggest thing that happened today. Seeing a meteor (or comet, Ben couldn't tell the difference) land on the surface of the Earth right near his location, check it out, and slid into the crater by accident. (Felt like an earthquake, he thought.)

The thing that fell to Earth didn't look like any meteorite or comet, to be honest. Looked like an egg. And that egg opened, and revealed…

"A watch?" Ben raised his eyebrow as he looked at the thing. "What's a watch doing in outer space?"

Suddenly, Ben felt this need to...grab it. He grinned, and reached for it... and suddenly, he had that weird wrist watch attach itself to him.

Everything else? It happened so fast. He was trying to pull it off and, but suddenly he was this terrifying fire monster in a burning forest.

It was totally his fault, by the way, but hey. Accidents happen. Sometimes you may find yourself on fire, able to manipulate and produce flames and just start a forest fire. You'll be fucked, but hey. At least no one knows that you sta-

FWOOSH! Ben was blasted with a face of fire extinguisher. He coughed, backing away. He breathed heavily, while the "flame" on his head reignited. Ruby was standing in front of him, threateningly holding the RV's fire extinguisher. Her eyes weren't showing any signs of fear, something that was a shock to Ben.

"I don't know what you are..." Ruby tried making her high pitched voice sound threatening. "But you're sure as hell responsible for whatever happened tonight."

"H-hey, woah! I didn't mean to! It was an accident!" Ben's new raspy voice defended himself.

Ruby prepared her extinguisher again. "Likely story. Who are you?"

"Ruby, it's me! Ben!"

Ruby's eyes softened a bit. "...what?"

"It's me, Ben! Seriously!"

"...ok, _Ben_ , what happened?"

"Well, when I was walking, this meteor fell from the sky and almost munched me, except that wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire. I don't even know what I am!"

"Alien." Ruby said breathlessly. Her eyes were lit in this amazed look, ignoring the hot flames around her. She was too awestruck to care, and honestly, it wasn't the most appropriate reaction for the situation.

Ben just stared at her, a bit concerned. "How do you know it's alien stuff?"

"... Well, it came from the sky." Ruby defended her statement, crossing her arms.

"Ruby!" Grandpa Max ran through the flames, nearly stopping in his tracks when he saw Ben. "Wh-what is..."

"... Hi, Grandpa." Ben said nervously.

"Ben? What happened to you?"

"Well, when I was walking, this meteor…"

"Tell the story around the campfire later, Ben! Major forest fire burning out of control, remember?" Ruby reminded them.

"Right, right," Ben looked around, studying the fire. "So...how are we gonna put this out?"

"Backfire," Max thought out loud. "Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?"

Ben smiled. "Shooting flames? I can definitely do that."

When Max saw the forest fire start, he said it was "probably some darn fool out there messing around with something he shouldn't". And he was right. Heck, that could be an explanation for everything that would happen that would happen during the summer! He just didn't expect to see a living, fire manipulating rock monster that was ALSO his grandson. It was a lot for an old man to take in.

"So, that's all that happened?" Grandpa Max asked Ben. Ben was still dealing with the shock of literally being on fire, and nervous tried to tug the watch off. Ruby innocently roasted a marshmallow, somewhat eavesdropping on the conversation.

"Pretty much, yeah." Ben shrugged, chewing on a marshmallow. "I don't even know what this thing is, or why it latched onto me."

"Maybe it's some Green Lantern stuff, like there's a whole legion of those things and you were chosen," Ruby theorized, popping her own toasted marshmallow into her mouth.

"No, it would've spoken." Ben crossed his arms, hoping his comic book smarts would help him. "That, or it would've come off someone who was dying. Plus, I would've been called in by some...council or whatever."

"Can we more focus on the watch, right now?" Max asked, a bit impatient. "I'm going to go to crash site to see if there's anything else present. Ben, don't touch that thing, and Ruby? You're in charge."

"Aw, what?"

Ruby beamed, saluted and nodded happily, before watching Grandpa Max disappear into the tree line, towards the edge of the forest and the landing of the watch… and scooted on over next to Ben.

"Lemme see." She grabbed Ben's wrist, ogling the alien device. It looked like a bulky wristwatch, primarily black and green in color, with an odd dial in the middle (like a watch face) which had a green hourglass shape.

"Pretty cool, right?" Ben bragged, flashing his device.

"Oh, definitely. So, what was it like being an alien?" Ruby inquired.

Ben shrugged. "It freaked me out at first. It was like I was me, but it was also like I was somebody else. Kinda weird, isn't it?"

"Heck yeah it is! So, real talk; how do you make it work?"

Ben nervously looked back down at the watch. "...I actually don't know. Like I said, it was a mistake when I used it the first time."

Ruby fiddled with the dial, but it wouldn't budge. "Maybe it only works for you?"

"Maybe. It _is_ kinda stuck on me…" Ben tired to twist the dial, but nothing happened. "This is just too weird…Look, if I can figure this thing out, maybe I can help people. I mean, really help them. Not just, you know, make things worse!"

Ruby closely examined the device once more, before spying a button on the side. "Maybe press this thing?"

Ben lightly pressed the button, before the dial popped up. A silhouette of the fire guy appeared on the dial. He twisted the watch face a few times, revealing a few more silhouettes...a small one that had headphones on, one that looked like a beetle, a ghost, a velociraptor, a bulky humanoid with two sharp rocks pointing out of its back, a guy in what appeared to be a suit, a lanky humanoid with long arms, a monkey looking creature with four arms and a pterodactyl.

"I count ten aliens." Ruby said. "So… you gonna go another alien? I wanna see what else this thing can do!"

Ben turned the dial to the smaller alien. "This one looks pretty good!" Ben slapped down the dial, before he was enveloped in a bright green light. Ruby had to shield her eyes...the flash was like a green strobe light, bad for her silver eyes...and when it died down, she was face to face with...

"Aww… you're so cute!" Ruby gushed, eyes sparkling and face pinking.

Ben had turned into a small, white alien. This alien had a cube shaped head, a wide mouth and bulging green line like eyes. He had circle-shaped indents on the back of his hands, which were also green. One of his most noticeable features was a square appendage resembling an MP3 player behind his back with a port on it and had what looked like cassette tapes on his lower legs. His legs were also a bit stubby and had three 'toes'. The watch had moved onto his frontal forehead area.

"I'm… not… cute!" Ben's voice was more high pitched, and it sounded like it was coming from a microphone or a voice scrambler.

"No, seriously, you are!" Ruby grinned, petting the boy on the head. "Seriously, I just wanna hug you right now!"

"Stay… back!" Ben hissed as he walked backwards.

"No, come here!" Ruby pounced up, trying to grab the small alien. Ben just responded by… running into the forest. "GET BACK HERE!"

"No! No… hugs!" Ben yelled, a bit fearful. His eyes darted to the forest, and he made gangway right to it.

"Oh, no you don't!" Ruby seemed dead set on cuddling the little guy, as she ran after him.

Ben rushed through the forest, trying to avoid Ruby's devious urge to snuggle the little guy. The sound of her fast feet on the ground made him run even faster, and just made her even faster. Every once in a while, he'd turn around, to see she was still on his track, and coming in hot. _She was fast!_

"How on earth was she left in charge?" He quipped as he stopped for a few seconds to take a breather, only to have someone grab his shoulder.

"Heya, can I get that hug now?" Ruby teasingly whispered. Shocked, Ben screamed, releasing an intense sonic screech, which caused the ground to shake, as well as a tree to fall over. Ben and Ruby shot each other a look, as Ben awkwardly tried to cover his massive mouth with his tiny hands.

"That… was LOUD." Ruby commented.

"Think Grandpa heard that?" Ben nervously asked.

"Hopefully not, maybe we'll get lucky…" Ruby surmised, before something whirred menacingly behind her. Ruby looked over her shoulder to see one a menacing drone, not of this Earth, floating behind the duo. It had several small limbs armed with lasers and blades attached to its sides.

Ben turned and gasped, before the robot flew at him. Ben and Ruby ducked under the ramming robot, as it kamikazes itself a tree.

"Get out of here! I'll try to lure it out of here!" Ben yelled, pointing Ruby back the direction of the campsite.

"And I'll make sure to go hide somewhere so Max doesn't yell at us!" Ruby said as she ran back to the RV. Ben took off in the opposite direction.

The robot gave him chase, firing a few lasers. Ben skillfully dodged the blasts with his newfound agility (and anime knowledge), and hopped up into a tree branch, and then onto the robot. He took a sharp inhale, before releasing a deadly sonic blast that destroys the robot's head (which he figured was his main computer or tracking thing), and caused the robot to crash into a ditch, with Ben hopping off at last second. He rolled on the ground, and quickly stood up. Ben hoped no one saw that, as the watch started to beep red, and he reverted back to being a human.

Ben smiled as he looked down in the ditch to see the broken robot. "Ha! That'll teach you to mess with me!"

And then he heard whirring behind him. Ben slowly turned to see the same model of that robot, floating menacingly above him. His hair stood on all ends as he turned to face the thing.

"...aw, man." Ben gasped. _Those are also some bad last words,_ He thought.

The robot pointed one of it's many laser beams at Ben, preparing to fire. Ben felt like screaming...Of course, that sheer terror lasted seconds, as the robot was suddenly clunked on the head HARD by a shovel, and that shovel was being wielded by Ruby. The robot began to malfunction and fell to the ground, as Ruby continued to beat it on the head, over and over again.

"No flying hedge trimmer is gonna hurt some member of the Green Lanterns!" She huffed, spitting on the thing.

Ben just stared at her weirdly, but was thankful she was there.

The joy of fighting off an alien from space didn't really last all that long. Max wasn't exactly the happiest when he came back to the Rustbucket, having heard the world's loudest scream.

"I was worried that you might get popular with that thing on your wrist," Max frowned, "That's why I asked you not to fool around with it until we know what the heck it is."

"Look, I'm sorry, Grandpa. But at least Ruby and I figured out how to make it work?" Ben said, with a hint of optimism in his voice.

Ruby motioned to thing. "All you do is press this button. Then, when the faceplate pops up, just twist it until you see the guy you wanna be. Slam it down, and wham! You're one of ten super-cool alien dudes!"

Max sighed and rubbed his temple. "Well, with a device as powerful as that watch clamped on you, my guess is we better help you learn… fast."

Ben and Ruby smiled, and high fived.

-  
So, maybe setting the forest on fire wasn't the biggest thing to happen today. Nor was it nearly getting the watch. Not even the drone was the highlight of the day. Rather, it was fighting the giant robot that looked like it was from a standard science fiction manga as a walking chandelier. Ben's body was composed of durable pale green crystals, sporting two crystal shards on his back, sharp blades on his forearms and a sharp point on his head. He also wore a uniform that was black on the right half and green on the left half, with a black patch on his shoulder, where the watch was located.

"Please tell me you're from the Green Lantern Corps," Ruby gushed as she glided her fingers up the crystalized arm. "Please, I need that to be a thing."

"... No, I'm not," Ben said, his voice baritone. There was also a slight crackling sound, like diamonds shifting. Did he always do that when he talked? And more importantly, what did this guy even do?

"Can one of you help me get these civilians out of here?" Max cried out, frustrated. Ben took a look over at the campsite, which was now composed of fire, helpless campers, an overwhelmed park ranger, and the giant alien robot.

"I'll go help Max, you take down ugly," Ruby told him before heading off towards Max.

Ben, unsure of what to do, ran towards the alien. "Hey!" he shouted at it. "Pick on someone your own size!" He pointed his finger at it, which, to his shock, fired a small crystal into the things chest. The robot didn't look seriously harmed by it, but Ben was busy looking at his finger tip, his face saying "how did I do that?"

… and that was when Ben learned how to dodge lasers inside a huge, hulking body. Yay, he thought sarcastically. Trying to hack and slash the thing didn't work, not when the robot could fly into the air, spin its legs, and try and slam into him like a belligerent child's toy. Ben braced himself for pain every time, but honestly? It felt like nothing serious. At least, until the robot caught him.

"Uh-oh," Ben thought as he was captured beneath the robot's feet. "I think I'm in trouble. How can I stop this guy?"

He didn't have time to think, not when the robot picked him up and threw him at a jeep. Crushing the vehicle, Ben slowly sat up, his head aching. "Come on, Tennyson, think," he muttered to himself. The robot loomed over him, its hand outstretched…

"Oh, wait, I'm a living mirror!"

And Ben brought out his two hands, directing the laser away. "What comes around… _goes around!_ " he shouted as he moved the laser towards the robot. "Let's see how _you_ like it, you techno freak!"

As the robot was sliced completely in half, Ben figured he didn't like it at all.

As the morning came, Ruby and Max were packing up the campsite, with Ben nowhere in sight.

"Now, where could that boy have gone?" Max wonder aloud.

"I dunno," Ruby shrugged. "I think I saw him head back into the woods for something."

"Hey guys, check out what I can do!" A voice shouted gleefully. The voice then ran around the campsite at supersonic speeds, tucking away the TV, the fold up chair, anything else they might have left outside. The voice slowed down, revealing itself to be a velociraptor looking alien (with blue and black skin, a visor that went over his eyes when he ran, with athletic-like legs that led into kinetic balls for feet, three spikes on his back and a razor whiptail) which reverted back to ordinary Ben Tennyson.

"He's my new favorite alien," Ruby declared, eyes shining. "He's a speedy dinosaur! You can't beat that."

Ben rolled his eyes, but he couldn't find it in himself to be annoyed. He thought the alien thing was cool too, so he couldn't blame Ruby for her exuberance. Dusting himself off, he said, "I think this is going to be the best summer ever."

"Yeah it is!" Ruby shouted, lifting her hand up for a high five. Ben easily returned it, matching Ruby's smile with his own.

Grandpa Max shook his head and smiled. "Well, I have to agree with you there. By the way, where did you go?"

Ben tried to hide his smirk behind a more easygoing smile. "Just had to take care of a few things before the summer really got rolling."

Somewhere back in Bellwood, two dimwits were hanging from a tree by their underwear, unsure of how they came to be there as it happened quite fast...


	2. Washington BC

Okay, so, the alien hero gig was working out pretty well so far. Ben recently saved a family from a burning building, which was _awesome_ , but he couldn't be thanked for the rescue! Not even with golden Sumo Slammer cards! And then when he captured ski-mask wearing baddies from stealing bank money, still no recognition! Sure his watch had timed out and no one figured out it was him, but it was still totally bogus! The cops just laughed at him! What the actual hell?!

"Dude, you know stuff like this happens in comic books all the time," Ruby told him as she zipped up her hoodie. It was a thin red thing, with a black zipper and a cowl-like hood that hid her face when she wanted it to. It had black rose detailing on the back and arms, and the jacket was paired with: a black tank top with red rose stitching all over the front; black shorts with distressed detailing; red tights that faded to black near the feet; and black combat boots with red laces. Honestly it made her look like a total goth, but considering Ben just normally threw on whatever (in this case olive green cargo pants and a white t-shirt with a single black horizontal stripe down the center, along with black on the short sleeves) he wasn't going to complain.

"What do you mean?" Ben asked, getting back to the topic at hand.

Ruby rolled her eyes, but he didn't take it personally. She wasn't Gwen, after all. "I mean, it's normal for heroes to not get recognition in the comic books. No one knows you're a shapeshifting hero, and if you don't want bad guys after you you'll have to keep it that way. It's superhero-ing 101."

"...true," Ben conceded. Suddenly, he was very glad that it was Ruby and not Gwen joining him this summer. Gwen was smart, but she was also condescending and shrill. Ruby was also smart, but she at least talked in layman's terms and didn't make him feel like too much of an idiot for not knowing something. Not to mention, they had a lot of the same interests and mischievous behaviors. Plus, her voice just sounded nicer to listen to.

A few minutes later found them in the local Mega Mart, which was basically every super sized grocery store ever created in one convenient location. Grandpa Max was muttering about no one ever stocking fresh octopus, and Ruby queasily asked, "Uh, Max? No offense, but could we have a normal dinner? You know, one that doesn't involve stir-fried tentacles?"

Grandpa Max laughed heartily. "Nonsense! Now where do you suppose they keep the sheep's bladder?"

"I'm gonna hang out with Ben now, bye," Ruby said a rush, running as fast as she could away from Max. She was actually pretty fast for a kid her age, almost like a red-black blur. She stuck up the front of her foot and glided on over to Ben, using her heelys.

"Do you seriously use that stuff?" Ben questioned.

"Well, yeah! I think they're pretty neat." Ruby smiled.

The two children found themselves in the cereal aisle, with Ben happily crowing over one particular box. "Sumo Slammer cards, heck yeah!" He turned to Ruby, ecstatic. "What are the chances I'll find a golden card in one of these?"

"Honestly? Slim to none," Ruby told him, shrugging his shoulders. "You don't have a smart alien that'll help you figure out which box has the golden card. Not to mention, it's not like you can open all these boxes to find it."

Ben frowned. "Ugh, I hate it when you use logic." He put the box away sullenly.

Ruby bit her lip. "Isn't there a bunch of Sumo Slammer packages out front? You'd have better luck there. My sister once pulled out one from those."

"True," Ben said slowly, brow furrowed. "I never seem to have the best luck with that stuff."

"Dude, always weigh the packs. That's how you know you'll get lucky."

"Where'd you hear that tidbit?"

"Friends from school."

"I really need to meet your friends if they're this knowledgeable in the topic."

And then the wall nearby exploded, revealing an elderly man on a giant mutant frog. Ben nearly snickered at the sight, but then the giant frog almost ate a guy.

"Uh, we got a grab-and-dash in Electronics," A security officer spluttered into his walkie talkie, "Male, five-foot-six, riding on a giant frog or a toad. Trust me, you can't miss him...and beware the frog."

The man smiled as he hopped off the frog, and made his way down the aisles. Ben and Ruby stared him, wide eyed. The old scrawny guy had pale green skin, yellowish eyes, and shoulder-length white hair. He wore red goggles and this stranger teched out strainer on his head, along with a long green lab coat and and black, fingerless gloves. If he had a brain dome, Ben would've thought he was the human version of Mojo Jojo.

"Don't be a hero, kid. Just run along and play." The man badgered. The mutant frog behind him stared the two down, it's throat inflating menacingly.

"I wanna say I'm surprised, but I'm really not," Ruby said. And then she spotted the nearby motor scooters. "Go hero, I'll distract it!" she ordered, already putting on a helmet. It was all Ben could do to not stare after her as she motored over to where the mutant frog was. Seriously, what was with this girl? How could she stay so calm when it came to aliens?!

Ben scrolled through the watch, reaching the icon of the monkey looking alien. "Best time to use him, I guess." He slapped down the watch, as green light enveloped his body. When it cleared, he had four arms, four pairs of green eyes, two legs, three fingers on each hand and three toes on each foot, blue fur over a dark blue center, and a tail with two stripes near the tip. The watch was located on his chest.

"What did I call this guy? Spidermonkey or something?" Ben questioned himself, as the frog suddenly charged at him. Ben yipped, as he suddenly leapt from the floor to the ceiling.

"Seriously, what do they put in the pet food around here?" Ben griped as he prepared for the attack. The frog continued to charge at some random store goer, but Ben aimed his tail at him and shot a web out of it, which stuck onto the guy and pulled him out of the way. "Check it out! Hands free!" Spidermonkey continued to walk on the ceiling, pulling customers out of the frog's way via his web.

"Gotta lead that thing somewhere remote! But where to?" He thought out loud. Suddenly, the loud screech of a hamster was heard. (Ben didn't even know hamsters could screech, to be honest.)

He turned his head to the source, and saw Ruby leading the ravenous giant hamster on a truly epic chase throughout the store. The hamster was knocking down aisles and shelves, which gave Ben ample opportunity to capture the frog there. He shot a flurry of webs out from the tip of his tail, dodging and weaving attacks from the frogs mouth. "Ew…" He quipped as the slimy thing narrowly hit his chest.

However, Ben wasn't able to do some serious damage to the frog. His plan was use the web to stick the stupid thing to the floor, but the frog's giant tongue clotheslined him at the last second and he went careening down the tiled floors, crashing into a cashier stand which stopped his descent.

"Ow…" Spidermonkey muttered as he turned back into Ben.

Luckily no one noticed his change, especially since Animo and his freaks were gone, and Ruby had taken out the hamster by… squishing it under a bunch of heavy shelves? And there was blood and guts everywhere, ew, _ew,_ _ **ewwwwww-**_

"Nah man, hero-ing is its own reward," Ruby said dismissively. Ben tore his gaze away from the corpse and looked to Ruby and the store manager. He had missed the exchange, but he could guess that she refused any prizes for saving the oversized store. Which sucked because what was the point in being a superhero if you didn't get free shit out of it?

But then Ruby palmed him the golden Sumo Slammer card and quietly shushed him, pointing to Max's back. And Ben beamed at her as he pocketed the laminated paper, suddenly deciding that Ruby Rose, while a stickler for rules, wasn't so bad after all.

Ben learned a lot about Animo while chasing his parrot. Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments where he was mutating animals, and when he didn't win some big prize called the "Verities Award", he flipped out.

"I saw his mutate that hamster first hand," Ruby mentioned. "Said something like, 'Arise to your full potential, my pets!'"

"So, why rob the store?" Ben asked, "you'd think a guy like that would rob somewhere more...cooler?"

"He needed batteries."

"...are you serious?"

"Yeah, that's not a joke. Dude needed batteries."

"...wow, what kind of budget does his field have that he needs to steal batteries?"

Max growled, as he watched the parrot fly off. "We've lost him. He could be going anywhere in Washington D.C."

So, in all of Washington DC, which place had the most use for Animo? Was it A) a zoo, B) an animal shelter, or C) a natural history museum?

If you thought A or B, you were wrong. C was apparently a lot more valuable to a Animo, for one reason alone. Ben carefully studied a giant feather outside of the museum, and looked to the doors.

"Something tells me we're on the right track." Max commented. And yes, they were. Animo was setting up shop next to...

"A dinosaur?" Ruby asked, looking up at the skeleton of the T-rex. "What makes you even think that thing is real?"

Animo huffed as he turned around. "You are very persistent. I _**hate**_ persistent. See, I only needed a few components to push my work into phase 2: The re-animation of dormant cells."

"...uh, does this guy come with subtitles?" Ben quipped.

Animo rolled his eyes behind his ruby colored glasses. _One reason I could never become a teacher._ "Breathing life back into that which has been long since lifeless." He explained. "Like a zombie."

"...so, you robbed a store to reanimate a fake dinosaur?" Ben asked smuggly.

Animo got red in the face with anger, but began to laugh madly. "You know," he said between chuckles, "I should be thanking you, boy."

Ben raised an eyebrow. "Me? What do you have to thank me for?"

"For being my inspiration! You see," Animo began, "just a few days ago, I was ready to give up on my plans. I had no real driving force to ever complete my plans. At best, I'd just...harass him anonymously. But there's no pride in that. Just about when I was going to throw in the towel, I saw a news report on TV...about an alien."

Ben turned white. "Oh no."

"That crystal headed alien...made me elated! The proof of extraterrestrials! The possibilities for splicing! This experiment could be a stepping stone for my future!Now! Behold the genius that is Dr. Animo!" He said as he aimed his transmodulator (which Ruby said made him look like the member of the moose lodge or something) at a display of a mammoth, which surprisingly came to life. Animo fled the scene, as the mammoth began to angrily glare at the heroes.

"Uh, now would be a great time to go Hero?" Ruby asked.

"Don't need to tell me twice! You guys get Animo," Ben said, activating the watch. "I'll take Snuffleupagus here!" He twisted the faceplate to the icon of a beetle like alien, and smacked it down; his lower mandible suddenly increased in size, and his body became this strange humanoid-insect alien with some shark-like characteristics mixed in. He had a long horn that forked at the top, resembling that of a Japanese rhinoceros beetle. He was a quadrupedal guy too, with a tough shell protecting his back. The watch rested on his underbelly.

"Let's wrestle," Ben smiled, as he suddenly charged at the mammoth. Ben thrusted his horn into the mammoth, before ramming it across the room, and eventually slamming it to the ground. Ruby and Max took this distraction to follow Animo.

Of course, Animo wasn't a complete idiot (at least for now); he knew the boy would handle the mammoth, but who was going to handle a giant mutant parakeet?

Ruby, actually! She grabbed a nearby spear from a display and started to beat on the stupid bird until it was eventually knocked out.

"Looks like your practicing is really paying off," Max smiled.

"Hey, Ben can't steal all the action." Ruby joked.

Speaking of Ben, the mammoth was actually putting a good fight. Especially since it managed to flip Eatle over on its shell.

"Aw, man! Stupid shell...should've gone for that weird mollusk guy!" Ben thought to himself. The mammoth sent him flying down into a T-Rex with a whack of its mighty trunk.

"Oh, YOU are going down, peanuts!" Ben then started to consume the remains of the T-Rex display, which made him grow significantly larger than he was before. The mammoth breathed heavily, before the two clashed again, with the mammoths tusks readying to flip Ben over. However, Ben had a trick up his horn.

You may think, oh, is he gonna somehow overpower the mammoth? Nope. Just use a laser beam.

Yeah, Eatle could shoot out a laser from his horn, in order to remove some waste from his body...and also to catch people off guard. The mammoth was destroyed in the blast, leaving nothing behind.

"...huh, kinda forgot about that!" Ben said to himself, feeling proud...before the mighty roar of the Tyrannosaurus rex caught him off guard. In came Animo, riding the back of a T-Rex. And it looked horrifying, because Ben could see some of its flesh and bones peeking through a sore on its back.

"I'd love to stay and examine that watch of yours, but I need to claim the award I so richly deserve!" Animo laughed.

Ben thought that he could just ram into Animo and just stop him right then and there, but then he saw the parakeet fly by, with a blur of red in its talons…

"RUBY!" Ben yelled, chasing after the bird.

"It's what she deserves for killing my precious pet!" Animo declared, before stomping away on his T-Rex.

"Well, it tried to kill me first!" Ruby yelled.

Ben then faced a quick dilemma; who should he shoot with his horn laser, Animo or the parrot? Well, with Animo, it would surely destroy the king of the dinosaurs, but then again, Ruby would still get taken by the parrot. But, if he shot the parrot, then Ruby would get hurt and Animo would get away and surely kill that guy that won the award over him. But what if he shot them both at the same time? It seemed rather infeasible given his horn could fire one at a time, but still, it was an op-

BEEP. Ben suddenly found himself back in his human form, watching both opportunities disappear before his eyes away, but mainly focused on Ruby. His stomach ached as he felt guilt wash over his body; had he been faster, maybe he could've saved her...but his thoughts were suddenly washed away when the Rustbucket pulled up next to him.

"Come on," Max declared, "we got a bird to catch!"

Ruby didn't like being a damsel in distress. But, yet, here she was, dangling off the top of the Washington Monument, by an oversized parakeet. "I hate reality sometimes."

Thankfully, Ben and Max had gotten her location from her phone. She just hoped Ben had the right alien for the job.

And thankfully, he had. "Pterodactyl!" Ruby happily gasped, as Ben appeared, in a form she really hadn't seen. The form did indeed have a pterodactyl like appearance, having a beak-like mouth. His wings were wide, and he had green eyes, brown skin,

a sharp tail and brown wings, with something that looked like a jetpack on its back. It reminded Ruby of that one boss from Metroid, the one her sister always beat for her.

"No!" The form squawked. "Astrodactyl!"

The mutant bird squawked back at Ben, before flying away with Ruby. "Watch the nails there, Polly!"

Ruby gasped as she watched the ground beneath her quickly pass by, while Ben pursuited the beast. Ben was obviously having fun with the form, quickly maneuvering around the bird. The bird was obviously being overwhelmed by Ben's quick movement, so, to get Ben off its tail...it dropped Ruby.

Ruby screamed as she plummeted to the ground, her short life flashing in seconds her eyes...before she was quickly caught by Astrodactyl. "Consider this a thank you for the Sumo Slammer card." Ben smiled, his voice very parrot like. Ruby was amused by it, his voice was oddly cute, whattttt….

"Thanks." Ruby nervously smiled. "...Now, can you let me down? I'm trying not to have a heart attack tonight."

"Oh, yeah, sure." Astrodactyl said, as he began to drift downward. "I'll stop Big Bird and then take care of Freakamo. Piece of cake, right?"

"Well, given dinosaur facts…" Ruby said as Ben set her on the ground, "I think the T-Rex would win given the smaller, frailer form of the pterodactyl. You know, cause the T-rex has a large jaw, size…"

Ben looked at her, insulted.

"What? It's facts." Ruby shrugged unapologetically.

"Oh? Really then!" Ben squawked, before flying off. He opened his mouth wide, and fired a flurry of strange, green wisps that flew at the bird, exploding upon contact. The bird fell to the ground, with a big SPLAT! "CAN PTERODACTYL'S DO THAT?"

Ruby blinked. "...yeah I think you win the match up."

Ben cheered wildly, his voice reaching a screeching crescendo. Ruby slapped her hands over her ears and winced.

"DUDE! STOP!"

"Sorry," Ben said in a much quieter tone, as he flew off to find Animo at his rival's lab, attacking and destroying the place on the T-Rex. It reminded Ben of Jurassic Park 2, but he was sure that this would make a better movie than that shitshow.

Not to mention, he got there in the nick of time! The winner of that award found himself about to kibble for the T-Rex...and just as he was about to fall into his mouth, in came Ben, snatching the guy out of harms way.

"Are you ok?" Ben asked, as he set the guy down. All he did was scream, and run out of the place. "...I'll take that as a yes." Ben turned around to see Animo, still destroying the place with his T-Rex.

"Alright, let's see who wins this match up!" Ben squawked as he fired a powerful beam of star energy from his mouth; it pierced the side of the dinosaur, and left a large hole in its side…and down it fell, losing its reanimated form rather quickly. Animo let out a rather over dramatic "NOOOO" as it fell to the ground, with a mighty crash.

Ben flew on over to see Animo's transmodifier in pieces, as well as the award he wanted. Animo was struggling to get free from under the rubble, and glared daggers at Astrodactyl.

"You'll pay for this, boy! I swear it on my life!" Animo was having a total hissy fit at the moment. It made Ben a little bit scared to see a grown man in such a state.

"Jeez," Ben frowned. "Looks like someone needs to cool their jets. Well, I'll leave you to your tantrum." Ben picked up the remains of the transmodifier. "I'm sure my grandpa will get better use out of this strainer than you. Later!" Ben flew off, leaving Animo both annoyed...and interested in what he could do with that strange device on the boy's arm.


	3. Permanent Retirement

Author's Note: Today, I'd like to thank some people for helping me with the work on Gemstones. Firstly; my best friend, Winter Witch, for the person who saw potential in the crossover, and helped clean up the documents. a lot. Second, another writer named EnderTinman; don't worry about not doing much, you help by assisting. My crew mates on other projects—Ethan, Brendan, Kaka, Runny and Paradox—thank you for reading this over. To my artistic friends—Alex, Matt, the other Ethan, Razz, Ian, Oro, Chibi and Artist in Training—thank you for either inspiring me or doing some designs for me.

Next week's story will be a two for one. Please enjoy.

* * *

Ruby Rose turned out to be a much better companion than Gwen ever could be. Which really wasn't much of a stretch- Ben hadn't been expecting much when it came to getting along with another girl, but Ruby was… actually pretty cool to hang out with.

Sure, she was naive and a little too innocent for her own good, but there was a mischievous side to her that Ben could appreciate, like how Ruby had come up with the idea of supergluing Cash and JT's lockers shut so they couldn't get inside, but not before taking out their school things and throwing them away. Or that there was an eerie sort of maturity to Ruby Rose that tended to pop up whenever there was a supernatural attack, always taking charge and acting as Ben's support, maybe more of a leader figure. It was pretty cool, having his own partner who watched his back when he needed it.

Plus Ruby knew _so much_ about comic books and anime and manga. Not many other kids his age would admit to liking that stuff, and while Ben and Ruby had different tastes there was a sort of kinship there that only came from two people who had been ostracized for their preferences suddenly finding common ground. (Though it helped that Ruby liked _shounen_ stuff as much as Ben did, she just preferred darker things, the emo.) And Ruby was… kind of cute? She had a nice smile and a voracious sweet tooth, and it was just really hard to stay mad at her when she used those puppy dog eyes of hers- it was just easy to let her have her way, though Ruby rarely abused the privilege. She was a nice kid like that.

Though speaking of Ruby's sweet tooth…

"How much cookie dough ice cream can you fit into a cup without charging me a fortune?" Ruby asked in a rush, already drooling.

"Why," Ben stated. "Why are you like this."

"Shush. I deserve this. Literally survived an attack by a killer fish stick, let me have this," Ruby said, eyeing the cookie dough ice cream.

"And for you?" The older employee asked Ben. Ben thought for a second, before hearing a loud, metal thrash outside. He mischievously grinned, knowing something was up.

"I'm gonna go with rocky road," he quipped. He then turned out the door, activating the watch. The man just stared at him as he ran outside.

("...the heck was that about? Kid can't just run away when he's giving his order," the employee thought.)

Ben twisted his watch faceplate to the icon of a lanky looking alien, and slapped down the icon. Circuitry ran up all across his body, white clothing on his front torso and the watch symbol was on his chest. He called this form Upgrade, and it was Ruby's second favorite, thanks to technological versatility. The guy turned a toaster into a laser blaster; that was an amazing morning well spent.

It didn't take long for Ben to deal with the robbers, especially as Upgrade. He merged with the ATM, his green form melding with the machine, turning it green and black, just like him. "Your card has been denied!" Ben quipped, before he shocked the guy attempting to hook to the ATM. He then hook, and into the car. The driver attempted to start up the engine, before he sniffed the air...it smelt like hot glue being burnt. Suddenly, his car turned the same green and black colors. Ben smiled (or at least, he was, you couldn't really tell with Upgrade's face being limited to a circle) as he made the steering wheel vanish.

"Anyone up for a joyride?" He started up the car and started to do some stunts he'd seen those daredevils on TVs do. The driver begged and screamed for help, but Ben simply turned on the radio and cranked the speakers up to the highest setting.

Ruby and Max even got a few licks in, with Ruby kicking a guy in the head while grandpa punched out a guy's tooth. It was a good day.

Ben dragged the driver from out of the car, and onto a pile of the knocked out baddies. "Aw, yeah! Now, grandpa, where to next?"

"Well, we got an invite from your Aunt Vera…" Max smiled.

Ben's circular face shrank. "...oh no."

"This summer was supposed to be about fun," Ben griped as Ruby finished up the dishes. "Not hanging out in some old lady's place."

"I don't normally hang out with old people, so I wouldn't know," Ruby admitted. "I'm just hoping your aunt doesn't mind me being there."

"She won't," Ben said dismissively. "Aunt Vera likes everybody, you'll be fine."

"She's right," Max said happily as they pulled into the retirement village. "Just watch your cheeks, Vera's a pincher."

(And she was. _Dear lord she was.)_

"This is gonna be so boring. Their idea of excitement in this place is probably watching the grass grow." Ben rolled his eyes.

Of course, the second he said that, something interesting happened; the RV drove by this house, where some old geezer was fixing his roof. He stood up for a second, and lost his balance...Ben was about to jump into action to save him, but to his shock, the old man did a backflip and landed feet first on the ground!

"Woah!" He tugged on Ruby's arm. "Did you see that?"

"See what?" Ruby asked, turning her head around. "Are you really getting excited about some old guys playing shuffleboard?"

"No, some old dude just did a flip from the roof! It was _weird."_

Ruby raised her eyebrow a bit. "You sure it wasn't the heat playing with your eyes?"

Ben nodded. "I'm sure of it, you gotta believe me!"

"Alright, fine. Maybe we'll have something interesting happen this weekend," Ruby shrugged.

In the end Ben was right, Aunt Vera adored Ruby. It was kind of hard to blame her, since Ruby was pretty cute for a kid her age- not that Ben noticed, nope, girls had cooties and he wasn't interested. But aesthetically speaking? Ruby was cute, and it seemed like Aunt Vera ate that up.

But then Ruby took a look at what Ben's aunt offered as candy and gave him a haunted look. She literally took his hand and dragged him into the hallway.

"We need to get out of here," she whispered, eyes bright with tears. Ben nodded grimly before they walked out from the corner.

"Um, hey, we're gonna go for a walk around the place, is that ok?" Ben asked.

"Sure! Just make sure you two are back before Max and I do bingo tonight, ok?" Vera smiled.

"Got it," Ruby said, already grabbing her backpack and dragging Ben out the door, "See ya!"

"Did grandpa really agree to bingo?" Ben questioned as they walked through the neighborhood. "That's the most Grandpa thing I've heard him do all summer."

"Tell me about it," Ruby frowned. "The heat is messing with his mind too, it seems."

"Speaking of heat," Ben added, "Seriously, why do old people have to live where it's so hot?"

"Well, dad always said to hydrate when it was this hot," Ruby smiled, as she pulled something out of her bag...and promptly shot Ben with a blast of water.

"Hey!" Ben frowned, as Ruby ran down the street laughing. Ben chased after her and—wow, Ruby was _fast_ —he actually considered going Water Hazard to teach her a lesson...but he noticed Ruby had stopped up ahead. She seemed to be looking at something, by one of the houses.

"What? What's wrong?" Ben asked.

"I think we're being watched," Ruby whispered, "might wanna look around." Ben turned his head, and in every window, he could see one of the blinds lifted up ever so slightly, and old, elderly eyes staring daggers into the children. Ben felt fearful and unmistakably cold just from the quiet eyes peering at them.

"...yeah, should we check it out?" Ben spoke in a hushed undertone.

"Definitely."

They both snuck around a corner, and Ben slapped down the watch; immediately, he shifted out of the mortal plane, temporarily dying. Ruby shielded her eyes as the light flashed…when it died down, she was face to face with Ghostfreak, a phantom-like alien with a gaseous appearance and claw like hands. He had grey skin with black lines running all over him. Black and white tentacles wrapped around his body, and the watch peeked out of his skin, near his lower left chest. He smelt like dust, according to Max and Ruby.

"Let's go." The ghost spoke in a low, chilling tone, making Ruby feel a bit uncomfortable. He grabbed Ruby's hand, turning them both intangible and phasing through a wall, right into the blazing sunlight.

It didn't take them long to discover everyone in the little village apparently had _ninja skills_. Seriously. Ninja old people with super stretchy limbs and an almost eerie gelatinous form. Their movements were almost alien, and so was their behavior; as they phased through some houses quietly, the elderly were incorrectly doing basic tasks. One was vacuuming their walls, another was watering everything BUT the plants, and the last ate a fly from off the ceiling.

"Seriously, this is creeping me out," Ben commented in his whispering, faint voice.

"Ok, when the ghost alien is scared, I'm scared," Ruby said as they floated through the backyards. "We have to tell someone!"

"Oh, absolutely...but first…" Ben's eye traveled on its track to spy something moving behind them, and it was perhaps the most disturbing thing they saw; Vera's neighbor, Marty, taking his rug into this building. He'd loaded it onto his golf cart...and then he literally STEPPED over the gate like it was nothing. His elastic limbs returned to their normal shape as he opened the door.

"Ok, barring the elastic oldie, what do you think is in that thing?" Ruby whispered, her voice fearful.

"That's what I want to find out." Ben flew over, phasing quietly through the gate, and through the building, to this creepy cellar door...and then promptly timing out. The two were visible now, and Marty certainly noticed the bright light and loud accompanying noise. Marty's head swiveled a full 180, as it stared into the very souls of the children…

And they screamed, already making their way over the gate.

"CLIMB! CLIMB FOR YOUR FUCKING LIFE!" Ruby shrieked.

"I'M TRYING!" Ben shouted, as Marty began to slowly saunter on over, making guttural noises. The sheer thought of what Marty was planning to do him was enough of a start to get him over the fence and into the golf cart with Ruby. The two drove off, with Marty just menacingly standing on the other side of the fence.

"Ok, that…that was crazy!" Ben huffed.

"I don't think it's over," Ruby gulped, looking behind her shoulder. Marty was stretching his form down the street, his body contorting in ways a human body should _never_ be able to. His elastic limbs shot out at full force and attacked the cart. Ruby began maneuvering around his attacks, but due to her being a child and only having a real experience driving via Mario Kart, she didn't really last long.

They both trashed the cart on after hitting a curb, and they miraculously weren't hurt- or, for now, because Marty was literally charging at kids on all fours and advancing even faster than before. The two began to run away, across an empty lot.

"Now would be a great time to go alien, Ben!" Ruby nudged him repeatedly.

Ben repeatedly pressed the activation button, but nothing happened. "It's still on recharge!"

"WE'RE FUCKED!" Ruby yelled, as she braced herself to be attacked by the nightmarish geezer...and pulled out her water gun. It was instinct; she didn't want to die and her brain just said "fuck it", her true self shining through one last time...

But to her shock, Marty halted in his tracks and screeched, running away from the water gun wielding girl. Ben and Ruby shot each other a look, before looking at the plastic gun.

"Uh... what just happened?"

Ben and Ruby ran into the kitchen, panting heavily and sweating like dogs. They'd run the entire way back to Vera's, fearful that Marty would come back.

"Holy _**shit**_ that was intense." Ben wheezed, slumping against a wall.

Ruby peeked through the drapes, looking all around to see if Marty was around. "Can that settle for the scariest moment so far this summer?" she inquired.

"It's a bit early to say that, but yeah," Ben countered, "that takes the cake."

"Kids? What's wrong?" Ben and Ruby spun around to see Vera and Max, looking concerned.

"Oh, nothing!" Ben replied. "It's just...really hot out there, you know?" Max immediately knew something was afoot, but said nothing in order to keep Vera out of the loop.

"Yeah...we were kinda fooling around with a water gun I brought, that's all!" Ruby smiled ever so innocently.

"Well, you two wash up, ok? Max and I are heading out to bingo soon." Vera smiled, as she left the room to go get ready. Max made sure she was out of ear shot when went over to the kids, switching over to his more "alien conspiracist" persona.

"Now, what _really_ happened?" Max asked.

"Ok, this is gonna sound crazy," Ben began, "but…"

Ruby grabbed onto Max's shirt. "Vera's neighbor is a walking nightmare! Seriously, the guy chased us on all fours!" she explained in a rush.

"Yeah! And he was dragging something into this cellar behind the activities building," Ben added.

Max raised an eyebrow, and scratched his chin. "Hm. Well, I'll keep an eye out for him, then. You kids best stay indoors, in case he comes back. And stay low. I have a feeling he isn't the only person like that here."

Ben and Ruby nodded. "Gotcha."

Vera came back out. "There's dinner on the stove if you two get hungry, ok? Now, come on, Maxie! Wait till you see how fast I can rack up those bingos!"

"Be right there!" Max returned back to 'fuddy duddy' self. "Now, you two behave. Don't leave the house, ok?"

Ben and Ruby watched them leave the house and walk down the street. Ben immediately made sure the door was locked and every window was shut.

"So," Ben asked, as they began to rummage through the kitchen, "any theories on what happened with Marty?"

"I've got two," Ruby introduced, "Theory one: it's some body snatcher stuff, with these aliens taking over their hosts and using them for something. And, theory two: the elderly here have some kind of freaky mutant powers, and feasts on other oldies."

"That's dark." Ben commented. "I think these old geezers are like the aliens in _They Live_ ; they're just walking among us until it's time. Maybe we've come across one of their bases, or maybe we're stopping a global invasion from happening."

"That one seems more plausible, to be honest," Ruby said, opening the fridge. She browsed through her selections of drinks. "Let's see...prune juice, prune juice, prune juice...and look, prune juice! Come on, Vera, shake up the drink menu a bit…"

Ben lifted the pot on the stove to see their meall. "Yeah, I don't think prune juice and _Spongebob_ shaped Mac and Cheese will go well together."

"Let's just use tap water instead." Ruby said, pulling out some cups from the drawer. "Speaking of which, why do you think Marty flipped when he saw the water gun?"

"I dunno, maybe he thought it was some sort of blaster?" Ben theorized. "I doubt water guns are a thing where they come from."

"You may have a point there," Ruby replied, piling up the mac and cheese on her paper plate.

"I know Grandpa said we should stay here, but seriously, we should check that cellar out," Ben suggested.

"I was thinking something like that too, but we have to be careful. Do you think we could use Ghostfreak again?"

"I freaking hope so," Ben said flatly. "I'm lucky I got him the first time, cause recently this watch's been giving me all the wrong aliens!"

Ruby winced as she swallowed her food. "Yeah, that's true...but we should definitely stock up on items if you don't get Casper."

"That, and we better plan a quick route to this place." Ben pulled out a map of the neighborhood and a sharpie.

Inside Ruby's bag: the water gun, some water bottles for both drinking and refueling the gun, a camera just for some evidence (and memories) and two flashlights.

"If this was our kit during the apocalypse, we'd be dead." Ben sighed.

"Well, Vera's got no weapons in the house! She really needs to get some." Ruby pouted.

Ben slowly opened the door, and peered both left and right, making sure no was around. "The coast's clear." The two snuck out of the house, and started on their sneaky route. Ben and Ruby planned for the route to snake through quiet, narrow places that only they could really fit through. Ruby made sure no one followed them, occasionally looking over her shoulder.

However, when they got close to their destination, Ben stuck his hand out, and took Ruby over behind a dumpster. Ben and Ruby peered out, to see Marty and some other oldies on a cart. They pulled over on the side of the road, and got off. If they didn't know Marty was a shapeshifting freak, this would look innocent. Their conversation, however, was far from that.

"Is the food supply ready for transport?" An older gentleman asked.

"It appears we have all but a few left," Marty answered. "The pods are in the final stages of gestation."

Ben and Ruby's hearts skipped a beat hearing the words "food supply", "few" and "gestation". They didn't know what gestation meant, but given the context clues, it was the furthest thing from good.

"What about the young ones?" Marty frowned, causing Ben and Ruby to hold their breath. "Any sign of them?"

"Too chewy. They need to age more before they get nice and tender." One of the old ladies commented.

"I'm not talking about eating," Marty said grimly, "they suspect too much."

"Well then...we best go search for them." And they split up, not a single one even going down the alleyway from which they were hiding.

"...ok, so, my theories were closest," Ruby commented. "Just...kinda fuse them together."

Ben frowned. "I think that cellar is where their pods are! We have to get to that thing, fast!"

"And maybe I can help with that," a voice from the shadows said.

Ben and Ruby turned to see Grandpa Max stepping into the light, and felt a little relieved. "You hear that conversation too, Grandpa?"

Max nodded. "You betcha. Come on. We've got sometime before Vera gets suspicious about my trip to the bathroom."

And the three ran through the building to the cellar door. Surprisingly, no one noticed the three of them, but Ben figured it was because they had lousy security. However, their trip had an unforeseen obstacle. A lock.

"Must've locked it up to keep outsiders from getting curious," Max commented. "Ben, now would be a great time to use the Omnitrix."

Ben paused. "The what?"

Max spun around. "You know, the Omnitrix. Your watch."

"...we didn't know the name of the watch at any point." Ben said, his eyes narrowing. "How'd you find out?" He and Ruby backed away, fearing the worst.

"I, uh...I heard some of those oldies talking about something called the Omnitrix! They said it was…" Max fumbled over his words. "I...uh...aw, screw it!" His face and body contorted horrifically, and revealed its true form, a green semi-humanoid blob. Their dirty pink colored organs were protected by their blobby body. They had multiple eyes and fin-like protrusions with misshapen body parts. Ben and Ruby went white upon seeing the thing.

"What the fuck are you?" Ruby yelled.

"We are the Limax!" The creature gargled, "we've infiltrated thousands of planets, and we've finally found a taste that can quench our needs...for now. These past few days have been easy hunting!...until you showed up." The monster walked closer to the kids.

"I don't know what you've done with my grandpa, but I'm sure gonna force it out of you!" Ben declared, twisting the Omnitrix's faceplate to the Heatblast icon. "Time to turn up the heat!" Ben slapped down his wrist, flaming rocks growing on his body.

"Say hello to Heatblast, you gelatinous freak!" Ben roared, sending a ray of flames at the monster. The Limax seemingly burst from the fire, only for it to literally collect itself.

"Foolish boy!" the creature sneered. "My species loves the heat! Your Pyronite form won't work on me! Why do you think we came to the desert in the summer?"

Ruby, who could feel the searing heat in the air, shouted, "We need to get out of here!"

But just as she turned to flee, the Limax pounced on her, wrapping itself around her neck and lifting her up off the ground. "Do you really think you can escape me so easily?"

" _Let her go!_ " Ben shouted frantically, sending a rainfall of flames around the cellar, hitting all the extra aliens in the room and making them burst on contact. Ruby glared at the Limax holding her hostage, her hand wrapped around her water-

"Yes, burn brighter," the creature sneered, "make me _stronger-"_

Flames snapped at his back, just as Ben intended. The Limax snarled, and with that distraction Ruby sprayed him with water and got out of its grasp.

The droplets hit the alien, and the Limax shrieked in pain, parts of it dissolving even as the flames continued to grow. Ruby aimed and pulled the trigger, emptying her water gun at all the Limax and making them _scream_.

The Limax partially dead, Heatblast sent fiery wind at the cellar door, the wood hitting the walls with a deafening _THUD_. "We gotta bail!" Ben said, and the two of them ran out of the building, just as the entire thing started to go up in smoke.

Ben turned human just as the two of them found an empty alleyway to hide in. The building was merrily burning away, wood splintering apart and sounding suspiciously like thunder. "Tell me," Ben panted, "does it still count as arson if you were defending yourself?"

"Who cares? I just count that as a win," Ruby said, her heartbeat finally slowing down. She held up a water bottle and carefully refilled her water gun. "Especially since we now know those things' weakness."

"Kinda dumb for them to invade a species with a planet that has seventy something of its surface covered in water," Ben commented.

Ruby shrugged. "Yeah, _smart_ move on their part."

Ben and Ruby suddenly heard movement by the debris. They quietly poked their heads out, to see this whole horde of old people gathering around quietly. Not even a word was said, as someone approached the crowd.

The someone had taken Vera's form, and it was honestly weird to hear this alien commander say these words in such a old voice. "Well then...the children have become suspicious enough. We need to hurry back to home base." She announced. "We leave in half an hour. Everyone report to ship, and let's do a supply check before boarding." The leader turned to head down into the cellar, before pausing. "Oh, and if anyone sees those kids... _kill them_."

The elderly appearing Limax all split off, going to gather what else they could find. The two stayed motionless for a few minutes, waiting a while before the Omnitrix was charged up a bit.

"Come on," Ben motioned, running over to the debris of the building, and into the basement. Down there, it looked ordinary, save for the creepy tunnel leading downwards to...somewhere. Ben and Ruby quietly crept through. Eventually, they found an exit, and it led to...

"Scully, you're not gonna believe this," Ben said to his partner as they descended into the earth. They'd come across a massive crater, with an honest to God REAL spaceship! The spaceship looked like a typical UFO, but there were egg-shaped, gooey capsules surrounding it.

Ben and Ruby wandered along the fields of eggs, feeling more and more disturbed. "Looks like everyone in retirement village has been podded up." Ruby commented, adding to the horror of the scene. If they could get fields full of old people in just a few days, how much could they wrangle up if given the entire planet? Ben felt more and more sick, each time he saw one...but it only got worse when he found Max's egg.

"Gotta get him out of there!" Ben thought out loud, before instinctively pulling into the side of the egg; the egg felt like that one "naked egg" experiment he did in science class a few months ago, and by god did it smell like it too. Max dropped to the floor, a bit dazed and confused. He groaned, and rubbed his head, before coming to his senses.

"Grandpa! You ok?" Ben asked, helping him to his feet.

"I'm...I'm fine. I was on my way to check out the cellar and...how'd I end up in that?" Max motioned to the egg. "And what's up with…"

"It's a long story," Ruby commented. "But, the short version is: we're stopping an alien invasion." She was about to tear open another egg, a voice rang out.

"I wouldn't touch that if I were you, little girl!" Vera's voice spoke as she stepped out from the shadows, along with a bunch of either Limax. They seeped in from every crack in the place, surrounding Ben and the others. They slowly took some steps back as the Limax slowly advanced.

"Commander, they've found our ship!" The Marty expy said.

"Get the pods on board! They've been marinating long enough." Vera barked. Max's eyes widened as he realized he was going to be their next meal if it wasn't for Ben and Ruby.

"Uh, Ben? Now would be a good time to go hero!" Ruby commented.

"Right! And I have just the guy for the job!" To combat them, Ben turned into Water Hazard, a red, metallic mollusk alien with humanoid features. He had two containers with water on his head and a black mask-like markings around his four slitted green eyes, with two tubes of water extending from a respirator where his mouth should be to from back. He had black three-fingered hands and two black toes on each foot. Barnacles were all over his body, which was where he shot water from. The watch was located on his chest.

"Alright, who's up for a pool party?" Ben quipped, before he began to lay waste to the aliens. He stuck out his palms and started to blast cold water at the oldies, melting them away like it was pure acid to them.

The Limax screeched in horror. "A CASKAN! A CASKAN! WHY DID THAT BOY HAVE TO HAVE A CASKAN?" Fake Vera frowned as she tried to maneuver her way around the water, but before she could even reach the ship, Ruby unloaded her water gun onto her rotund face, melting it and causing her to scream in pain.

"THAT'S FOR SERVING ME COFFEE AS CANDY!" Ruby yelled angrily, as she unloaded her water gun onto the alien creep.

After that little outburst, Ruby helped Max take out all the pods from the ship, effectively saving everyone's life. It was why, when the spaceship eventually escaped with the little Limax that survived, Ben and Ruby fell over.

"Stopping an alien invasion is hard," Ben huffed.

In the end, it was a good day after all.

(But when Aunt Vera later said to him, "Keep up the good work, fighting those alien lifeforms," Ben had to seriously wonder how much she knew.)


	4. Sick and College Days

Author's note: This story was written at the start of Gemstones, in March of last year. Before this was a serious project, this was just a series of short, stupid scenes. Then we really got attached.

Next week's chapter will probably excite a lot of people. And hopefully i'll have a poster too.

Special thanks to the E-10 Crew, Antipathy and WinterWitch.

—

Ruby stared at the nearly frozen Ben, sitting in the back of an ice cream truck. "Ok, I may have a sweet tooth, but this is a stretch," she said, raising an eyebrow.

"S-s-shut up and get me back into the sunlight."

"Are you ok, son?" Max asked, extending out his hand to help Ben out. Ben sneezed all over his hand in response. "...ok, that's a no."

So, yes. It was fitting for Ben to reward himself with some ice cream after stopping a car thief an Upgraded motorcycle. (The criminal was trying to explain to what he just saw to the police, but they won't believe his story about a motorcycle without a driver.) But, a fitting punishment for breaking into the truck as Upgrade was a terrible summer cold.

"This is an outrage," Ben angrily muttered to himself as he shivered in the Rustbucket. "Having a cold never stopped Batman." He whined, as he shoved another spoonful of soup in his mouth.

"Well, that's because he's Batman. You're a ten year old with a powerful alien device and notably weak immune system," Ruby pointed out.

Ben glared at Ruby, and sighed, "I hate you and your logic. But at least this soup is pretty good. Hey Grandpa, what is this stuff?"

"Liquidated sheep tongue with a healthy dose of Tennyson secret!" Max said happily from the driver's seat. Ben's eyes suddenly bugged out as he pushed away his bowl, rolled down the window, and tossed his lunch along with any fudge stick still in his system.

"...I'm more alarmed by Tennyson's secret than the sheep tongue," Ruby said to herself, a bit disturbed.

Sadly, Ben's sick day did not get any better. They did have to stop in Chinatown to pick up some order for something so sickening it could actually make Ben barf out the sickness.

"Where'd you even get this recipe?" Ruby asked as she scanned the list of ingredients. "I can tell you immediately this will not cure a cold."

"An old friend in China. Did some plumbing business down there with him." Max said ever so casually. Ben and Ruby shot him a confused glance.

"...they have plumbing down in China, you know." Max shrugged.

As they arrived in the heart of Chinatown, the place was swarming with activity, thanks to some politician being in the area. Ben saw her name on a poster; Councilwoman Liang.

"Thank you, thank you!" The lady sounded honestly pretty gracious. "Your support of the redevelopment program has been astonishing! This is like a dream come true!"

She was about to say something again, when a bee flew in front of the microphone, buzzing loudly. The councilwoman chuckled, before brushing it away...only for two more to join. She looked puzzled...and then more came...and more...and soon, there was a whole swarm of bees flying around the place, stinging people.

"Bees!" Ruby screamed as she ran into a store, a few stings on her hand. "KILL IT WITH FIRE! KILL IT WITH FIRE!"

Ben just stood and watched everyone around him panic. He then noticed someone not even bothering to run; He was an odd-looking man with bluish skin, a goatee, and black hair kept long and messy. He had overgrown, blackened fingernails and fanged teeth. He wore a black hooded shirt with a beetle on the front, a pair of blue-gray pants with the knees torn out, and a brown leather coat torn at the shoulders. He seemed to chuckle as the people around him suffered and screamed.

"Well, there's the source of the attack!" Ben thought, activating the Omnitrix. "Time to throw a rock at this hornet's nest." He turned the Omnitrix's dial to Diamondhead's icon. He slapped down the faceplate, before Ben's body began to grow blue fur and extra arms. As the light cleared, it was obvious Ben had gotten the wrong alien.

"...stupid watch. Can't you take pity on a sick man?" Spidermonkey coughed. He jumped up and tried to web up the bees, but all that came up was this gross, white mess from his tail. It was like mucus, but worse.

"Wait, my aliens are affected by the cold too?" Ben thought to himself (out loud, like an absolute nerd), as he jumped from car roof to car roof. "That's just fucking wonderful…" Ben suddenly felt his lungs burning for air and had to pause. "And…maybe...going the...most agile alien...in the thing wasn't a great idea either!" He coughed, resting on top a lamppost to catch his breath...and promptly fell over on a car.

Ben rubbed his aching head. "Maybe I need a nap…" Ruby had to drag Ben back to the Rustbucket, his weak ten year old body a light weight compared to her lean strength- seriously, what was her workout routine?

Ben wheezed and huffed as Clancy managed to kidnap the mayor of town, who was supporting the construction of a new apartment building.

"Why's that such a crime?" Ben asked, sipping some more soup. "Doesn't that, like, open up more housing for the city?"

"Not if the place they're tearing down _is_ this guy's home," Ruby said, reading off her phone. "Apparently it has some connection to his family. This dude's been attacking her for months, but today he got lucky."

"And now, we gotta get this lady back."

To make a long story short, they did, but not after a scuffle, and a problem.

Eatle, Ben decided, was ironically not the best alien to use against bugs. He had to eat metal, and with the cold affecting alien powers (gave him an awful stomachache, the irony was not lost on him), it made him rather useless. Still, Eatle fought the bug swarm and freed the mayor. The building collapsed completely from all the damage, but Eatle was able to use his hard shell to protect the mayor, Ruby and Max.

"Think we squashed the bug?" Ben asked.

He was wrong. Clancy emerged from the rubble, covered with insects. Ben was ready to fight him, but, his crawling dermal armor slowly broke apart.

"You...killed them! YOU RUINED MY HOME!" Clancy's glare could kill. He frowned, as he rose off on a swarm of bees. His eyes were dead-set on the nuclear reactor near the edge of the city. "You don't get it now, do you, Councilwoman? My grandfather built this place! I wasted all my damn money trying to set up a campaign to renovate this place! And now I can't even have that...Now, I'll exterminate this stupid city! Let this be a lesson to you, mayor!"

Later, Ben managed to stop Clancy from setting off the nuclear reactor as Heatblast...although, he did look…

"Why are your flames blue?" Ruby asked Heatblast.

"...I dunno. Blue flames are more powerful, right?" Ben shrugged. "Maybe getting a cold for these aliens isn't so bad!"

Although, Ben was wrong about his prediction. Instead of shooting powerful, beautiful blue flames, Ben shot out ice beams that seemed contradictory to his name. "Ok, I can work with this even more!"

Ben literally made hell freeze over for Clancy, and was able to cool down the reactor before it went nuclear.

"Like I said! Maybe getting a cold isn't so ba-" Ben began to cough a little bit, and he took a few deep breaths. "...Grandpa, please go get that soup. _The electric boogaloo is happening._ "

Speaking of the soup, Ben was able to get rid of the bugs by using that nasty medicine Max bought him. Max punched Clancy in the face, Ruby called the police, and Ben could sort of breath through his nose again.

And then Ruby sneezed.

"... _ **why did you have to throw the medicine, Ben?**_ " Ruby said weakly.

Ben flew around a bit as Astrodactyl, holding a full plastic bag in each hand. Ruby had her hands full of keeping Grandpa Max busy, but now she should be back at the Rustbucket while Max was off finishing up his errands. By the time he landed the watch timed out, leaving a very human Ben in front of the campsite.

Ruby opened the door, holding some firewood. "Turn into Heatblast later, that way we'll have an excuse as to why the fire's going," Ruby said, putting down her load. "I was able to convince him we should have a semi-normal cookout. He's getting squid burgers, and we'll have roasted hot dogs."

"I love my grandpa, but shit like this pushes it," Ben noted, shaking his head. "Wanna check the loot?"

"Natch," Ruby scoffed, already digging into one bag. It was one that nearly filled to the brim with different types of cookies: Oreos, chocolate chip, strawberry, black and white, jammie dodgers, and creme sandwich cookies. There were a couple of other candies in there, but cookies made up the majority- Ruby had an obsession for them, but since there were always a variety Ben didn't mind indulging her so long as he got a share. The other bag was filled with different types of small chip bags, the family sized ones being too bulky.

Ruby had already torn open a bag of Oreo thin mints and was devouring them handful by handful. Ben shook his head and opened a small bag of sour cream and onion chips. "So, how long till Grandpa gets back?" he asked before cramming some of the chips into his mouth.

"An hour or two," Ruby said after swallowing. "We should hide these soon."

And they did, about twenty minutes later. They had polished off all the thin mints between the two of them (though Ruby ate more- how did she never get stomach aches, seriously?) and had long since hidden the snacks inside their portions of the RV. Grandpa Max would never find them, the guy respected privacy too much.

And so Ben, as Heatblast, wound up starting the campfire. It was already merrily crackling, and Ruby occasionally fed it a log to keep it going. And then Ben started doing tricks: juggling little fire balls; making the campfire larger or smaller; creating little moving pictures out of his flames…

"Dude, you should use Heatblast more often, he's awesome," Ruby told him as the Omnitrix finally timed out.

"I really should, huh," Ben noted as he stared at his watch. "I barely use Echo Echo as it is, I should change that."

"Oh definitely." Ruby nodded. "Now look alive, Max is coming back."

It was one thing for Grandpa Max to be ecstatic about the location he was in. But, today? He was pretty much acting like a child in a candy store. Their current stop was his old college, where he was apparently a sportstar.

"What kind of sport did you play, Grandpa?"

"Badminton," Max simply replied, big smile on his face.

Ben and Ruby just shared a confused look. "..ok," Ruby said slowly. "We're...we're just gonna check out the campus. We'll meet up with you in a while." Ruby awkwardly stepped away, dragging Ben with her.

"...what's badminton?" Ben asked Ruby once out of Max's earshot.

"Tennis for people in denial," Ruby answered. "But let's check out the campus. I've heard they've got some entertainment here!"

And Ruby was right. There was a makeshift fair, with some adult themed ideas that didn't really seem appealing to the two. But something _did_ catch their eye. There was this tent with a sign pointing towards it, reading Exotic Zoo. "Check it out, it's probably a petting zoo!" Ben eagerly smiled. "Wanna check it out?"

"I dunno, something tells me that person wasn't happy with the experience." Ruby pointed to the tent when a giant mutated hyena-man hybrid walked out, drooling and growling. The people around the tent looked at the thing in fear before running off. The hybrid just began to thrash the area.

"Something tells me Fido doesn't want a refund. It's hero time!" Ben slapped down the watch, shrinking down in size and being coated in a silicon suit.

"...ok, normally, I'd like to see him, but I don't think turning into the world's loudest chew toy is a good idea."

Ben looked down at his white palms. "...Echo Echo? Aw, man! I was going for Diamondhead!" Ben whined, a bit defeated. "Fido needed a good rawhide…"

"Well, no way to change that," Ruby said. "Just do what you can!"

Ben nodded before jumping up and onto the hyena hybrid's fur coat. "Ok, boy. Play dead!" Ben inhaled, before releasing a sonic scream right into the beast's face. The hyena let out a large growl before it grabbed Ben's face. "Oh no!" Ben struggled to get the claws off his face before he suddenly fell back…

"Ben! And...Ben?" Ruby asked, completely bewildered. There were two Echo Echo's...one in the beast's claws, the other on the ground.

"...I can duplicate?" Both Bens asked, a bit confused. "I should _really_ use this guy more often." The clone in the beast's hand suddenly disappeared as it was crushed in the beast's palm.

"...ok, well...how do you like this?" Ben suddenly split up into a group of three and released a powerful sonic blast. The beast went flying across the way and into some conveniently placed crates.

"Alright!" One Echo Echo clone said.

"We did it!" Another praised.

"Who knew we had such great teamwork?" The third said with a smile.

Ruby rolled her eyes. "Ok, time to stop with the ego trip. Hyena's not laughing anymore!"

The three looked over, before one of them was snatched up by the hyena and crushed between it's powerful jaws, causing it to disappear like the last. "Ok...wonder how far these cloning abilities can go. Gimme a boost!" Ben motioned to his other clone. The other Ben got down and held out his hands. Ben ran towards the clone, and onto his hands...before he hoisted him up, and into the air.

Ruby looked up, a bit confused. "Where's he going with this?"

"DOGPILE!" Ben suddenly split into a total of 20 clones, all of them landing on the hyena. The hyena was suddenly crushed underneath the lightweight Echo Echoes, all of them struggling to keep the beast down. The second clone ran towards the pile. "And….release!" Ben released another sonic screech, before all the clones disappeared, leaving behind a definitely weakened hyena hybrid that was breathing heavily.

"...next time, choose a quieter alien." Ruby walked over, covering her ears.

"Don't blame me, blame the watch." Ben shrugged, before the time out alarm started to sound off. Ben suddenly reverted back to his human form in brief flash of red.

Ruby took her hands off her ears. "You seriously didn't know that cutie pie could duplicate?"

"Hey, don't look at me. Maybe there's some untapped potential in all my aliens." Ben pointed at the watch.

The beast whimpered, making Ben and Ruby back away a bit. The hyena stood up, before reverting back to its human form, an older black gentleman, about Grandpa Max's age. He coughed weakly, before falling over.

"...ok, what was that?" Ben asked, a bit confused.

"Ben! Ruby!" Max came running over, obviously concerned about the commotion. "I heard Echo Echo from across the campus, wha-...John?" Max focused his attention onto the man on the ground. He rushed over to help him.

"Grandpa, how do you know this guy?"

"He was on my Badminton team back in the day. What happened to him?"

"Well, was your friend ever a elderly hybrid freak hyena?" Ruby asked.

Max thought for a second. "Things can change in a short amount of time. But, no, I would've heard about it on Facebook."

"You actually use that?" Ben asked.

After John came to in the Rustbucket, he recalled the events before he mutated.

"He said something about 'the beast within' and then blasted me with his ray gun...and, then, I was just transformed into that monster." John explained. "And now...I have a serious ear ache."

Ben glanced away, avoiding eye contact with John. "Sorry about that."

Ruby thought for a second. "Somehow, his plot sounds familiar. Have we fought an animal guy before?"

"Oh, yeah, Dr. Animo!...How'd he escape from jail so quickly?"

"Blame the government." Ruby shrugged.

"You two see if he's around the area. I'm going to help John recover a little bit, and see if he can recall anything else." Max said.

And so, Ben and Ruby looked around the campus. Sadly, nothing came up.

"This place is too big! How're we gonna find Animo in this?" Ruby complained.

"Well, easy; XLR8!" Ben turned the watch dial to XLR8, slamming it down and transforming...but, yet again, the watch got it wrong.

"...you're not a cool velociraptor!" Ruby said, a bit betrayed.

"Spidermonkey?" Ben said. "Whatever. Get on my back!"

Ben began to swing around the campus as Spidermonkey, with Ruby on his back. The feeling of flying around on Spidermonkey's back felt a bit off; sure, the alien smelt awful, but that could be ignored with the wind on your face and overall "Spiderman" feeling Ruby got from the experience.

Still, very inferior to rushing around on XLR8.

"So far, no sign of the guy." Ben sighed, pausing on top of the student's union. Ruby hung her legs off the side, kicking them in air.

"Well, if i was so animal obsessed scientist, the first place I would go is…" Ruby thought out loud.

"...the science labs!" They both said at the same time. Ruby hopped back on Ben's back, and they swung around to the obviously well funded science building. Upon entering the building, Ben reverted.

"Let's stick together. Don't want Freakamo turning us into his new pets." Ruby said.

Ben and Ruby wandered the area, looking around for Animo.

"So, about this untapped potential thing...what else do you think you can do?" Ruby thought.

"Dunno. Maybe when I get older, these aliens will get new abilities. They are still 10, after all."

"Still, if a young Heatblast can literally make a supernova, I'd wouldn't be shocked if you could create a sun."

"...that would be _**amazing,**_ " Ben said, sparkles in his eyes. He couldn't get the thought of an older, cooler Ben conjuring a sun sized fireball and launching it at some alien invaders in space.

"And the more you talk about that watch's capabilities, the more I want it!" A voice behind them said. Ben and Ruby turned to see Animo, holding a strange ray gun at the two.

"Animo. Not really happy to see your ugly face around here," Ben quipped.

"I don't think they hire criminals at this university," Ruby said.

"And that's their loss! I could've had a job here decades ago. Stupid board had to go and choose someone else for the job!"

"Was this person mentally sane?"

"...I'm going to enjoy mutating you," Animo sighed, firing the ray gun. Ben and Ruby dodged the blast, both hiding behind some displays. Ben activated the watch and quickly slapped it down, his body being coated in liquid tech and stretching…

"Upgrade? Alright, let's see what this guy can do to hell!" He flowed over to Animo, carefully dodging laser fire. He jumped up and ensnared Animo by morphing his body into a "blanket"and covering the man in the liquid.

"And down goes the Doctor!"

"You still have to deal with my new pet, however…" Animo smiled, still struggling underneath Upgrade's body. "I'm not sure if you can even hurt it!"

"So? We took care of your dog earlier! What's so different about this one?" Ruby crossed her arms, kicking Animo in the head.

"It's who I used, more so. Oh, Maxieeeeeeee…" Animo called out.

And suddenly, a giant, humanoid bear appeared, jumping from out of the darkness. How did they not see that smelly anim-

 _ **Wait.**_ Was that bear wearing...a Hawaiian T-shirt?

"GRANDPA!" Ben yelled, before looking down at Animo. "CHANGE HIM BACK!"

"How about I don't?" Animo cackled, eyes flashing madly.

Ben just simply replied by throwing Animo against a wall. Ben sighed heavily and turned to his changed grandfather. "Okay, looks like I'm gonna have fight you, Grandpa!...please go easy on me?"

The bear hybrid just growled and sliced through Ben's liquid form, cutting off his arm, which landed on the ground with a big SPLAT! A new one regrew from the stump, and Ben's eye lowered. "Now we're gonna have to really get dirty." Ben began to wrestle with bear Max, using his liquid form to flow around his claws. "Ruby! Try to see if there's a machine around here that can reverse the DNA damage!"

"What should it look like?" Ruby asked in a panic.

"I dunno! Just find something out of place!" Ben said, before his head was smashed into the ground by Max. Ben flowed away from the hybrid and escaped under the crack of a door, into a nearby lab. Max roared and charged at the door, viciously clawing at it.

"Don't wanna hurt Grandpa. What's the best thing to use here that can take down a bear?" Ben searched around the room, scouring and opening drawers for something...until Max burst through the door, growling and utterly ravenous. Ben gasped, before he jumped up on the ceiling and into the light system. "Just gonna have to work with this!"

A flurry of wires burst out of the ceiling and wrapped around Max, dangling him slightly above the ground. Ben unpossessed the system, and sighed. "Sorry, Grandpa!"

"Ben, I found his machine!" Ruby called out. Said machine looked like a mishhappen telescope with a car engine, cobbled together with too many wires sprouting outwards. Dr. Animo screamed something and made to grab her, but Ruby tackled him to the ground as Upgrade absorbed the machine. He made it sleeker and more functional and immediately sent a green laser at the bear, turning him back into Grandpa Max.

Ben wrapped Max in a huge hug. "Grandpa!"

"Ugh...Ben? Ruby? When did I get here? And...why am I tangled in a bunch of wires?"

After Ben explained what happened, Ruby had bitten Animo in the throat, but Max was able to kick him in the head as revenge. "I don't think he turned anyone else into an animal, but we have to make sure," he said as he tied Animo to a set of pipes.

"Bit of a killer college reunion, huh?" Ruby said just as Ben changed back.

Ben shook his head and smiled. "Don't have to tell me twice."


	5. Kevin 11

New York was the ultimate city for Ruby to visit. It had everything: people of all races, wonderful shops and eclectic restaurants, luxury hotels, so many bookstores and a lot of other amazing places to visit.

And she wasn't gonna let Ben ruin it. Ben was frustrated about not being able to try out a Sumo Slammer game in the lobby. He was about to reach for the watch before Ruby grabbed his hand.

Ben was honestly shocked by how she had an iron grip. Did she work out or something?

"Dude, the game goes out to the public in a month. If you use any alien to sneak into that room to play that game, _I swear, by my ten year old hands,_ _**I will break your teeth.**_ " Ruby darkly threatened Ben, her eyes practically shining red.

Ben startled back and nervously smiled. "O-ok?"

"Okie dokie!" Ruby smiled, returning to her normal, happy go lucky self.

" _What the hell was that."_ Ben thought to himself, getting in the elevator. But Ben was glad he listened to Ruby; from their lavish hotel room, they had a beautiful view of the Statue of Liberty, and the lake side.

"Do you think Lady Liberty is alive?"

Ben shrugged. "Maybe. I would kill to have an alien that big."

"I bet you could throw someone out of the atmosphere with that size. Now that would be _sick_ ," Ruby exclaimed, eyes shining.

Ben grinned back. "Oh, absolutely. I bet Lady Liberty could do that too!"

"She totally threw the fascists out of this country in her spare time!"

Ben blinked. "What's a fascist?"

"What are you kids talking about?" Max asked, coming into the room with his bag.

"Oh, nothing. Lady Liberty stuff." Ruby smiled innocently. Ben felt like he should ask Grandpa Max what a fascist was, but decided not to.

"How'd you get a good place like this, Grandpa? Usually we'd stay in a motel or something." Ben asked curiously.

"I'm glad you asked," Max beamed. "This hotel was prepared by an old friend of mine. You'll meet him in a few days."

"Oh, guess I can thank him then," Ben brushed off, as he flopped on a bed. "Ah, sweet mattress, how I missed thy softness…"

Ben and Ruby decided to make their way down to a nearby arcade that was across the street. This would've been frowned upon by Max, but considering Ruby's maturity and Ben's abilities, he let it slide. Maybe he could take a good nap in an actual bed, rather than the driver's seat of the RV. They decided to play one of the Smash Bros arcade games.

(Author's Note: Hey, it's an AU. We can do whatever.)

"So, random question," Ruby asked Ben. "When's your birthday?"

"December 27th. Same as my cousin," Ben answered, opening the door to the arcade. "When's yours?"

"Halloween."

"...wait, so you get to dress up as whatever you want, eat cake and candy _and_ be able to stay out past your bedtime, all on that night?"

"...never really thought of it that way, but, yeah!" Ruby beamed. "But you get double the Christmas and birthday presents."

"Depends on the family member, really. A lot of them combine the two to save money, which is understandable, but still sucks. And at least everyone in my family is kinda together so we can celebrate."

"True. My family's kinda small, so I just celebrate it with my dad and sister. Sometimes my uncle will drop by," Ruby said, as she began moving the joystick like crazy.

"You've never really talked about your sister. What's she like?"

"Well, she's actually my half sister," Ruby explained, not breaking eye contact with the flashing screen. "My dad remarried after his first wife kinda disappeared."

Ben blinked. _She just… said that so casually._ "And then he married your mom?"

"Yeah! Then they had me, and…" Ruby trailed off for a second. "Yeah. Anyways, my sister's kinda like you. Loud, funny, joy to be around…"

"Sounds like we'd get along well. Why didn't she come on the road trip?"

"Training."

"Oh, is she on some sports team?"

Ruby paused for a second. "Yeah, that works." And Ruby returned to kicking the computer's butt as Kirby.

"Speaking of sports, you play any? I'm goalie for my school's soccer team."

"I do karate back home, with my dad. I've made it up to green belt so far."

Ben rolled his eyes. "As long as you're better than Gwen, I'm fine."

"Oh, your cousin takes it too? What's she like?"

Ben cringed for a second, before sighing. "Annoying. Very, _very_ annoying. She's like the teacher's pet, but worse. Gwen also doesn't really trust me with anything, nor does she believe anything I say."

"Sounds rough, buddy," Ruby quipped, smiling as she watched Kirby knock the enemy off stage and into the abyss. "Your turn."

Ben approached the machine. "We're gonna have to meet Gwen in a week or something. Have to stop by her fancy summer school her parents are paying for."

"I'm guessing trouble's gonna follow us there," Ruby stated. "She's gonna kill you for that."

"Eh, considering the fact I melted an entire alien colony that was harvesting old people, I think I can handle her." Ben shrugged, trying to ignore the fact that he was badly losing at the arcade game. "Ughhhh, I hate fighting Captain Falcon. How do you even fight this guy?!"

"I personally just use Mega Man and use his projectiles to keep Falcon away, before going in for a kill," a voice behind them said. Ben looked over his shoulder to see a boy about his and Ruby's age. The kid was scrawny with shoulder-length black hair, pale skin and dark brown eyes with black rings under them. He wore a torn black T-shirt, black studded arm bands, brown cargo shorts, black knee-high boots, and a padlock necklace. "But, since you're Mario, just use your side special. That'll confuse the hell out of the computer."

"Oh… thanks," Ben said uncertainty. Ben and Ruby just awkwardly stood there, while this kid just watched him get destroyed, occasionally chuckling.

Ben reached his last life, and the computer just happily soaked in the victory. Ben frowned at the game, looking down at the watch. "If I was Upgrade, I would not hesitate to delete you from the machine," Ben quietly said to himself.

"My turn," The kid said, ushering for Ben to move out of the way. He reached into his pocket, digging for a quarter. He looked a bit disappointed, before looking at the little coin slot. The boy slapped the slot, and suddenly, a flood of coins came out of the return slot. Ben and Ruby looked at each other, gobsmacked.

"How'd you do that?" Ruby asked, picking up some of the coins.

"Once you've lived in New York long enough, you'll learn a few tricks." The boy said. "Now, watch this." The boy quickly began to destroy the Captain as Mega Man, carefully dodging each of his moves and landing some pretty complicated combos. Ben and Ruby watched in awe, with the boy soaking in the glory. In the end, the Mega Man player had taken no damage and lost no lives, while Captain Falcon was thrown into the abyss. "A new record, alright!" The boy entered his name into the scoreboard...K...E...V.

Kev with a score of 1,111,111.

"Woah, nice!" Ben beamed. "Who exactly are you?"

"Name's Kevin. Haven't seen you two before. You two tourists?"

"Yeah. Summer road trip. I'm Ben, and this is Ruby," Ben introduced themselves.

"I've never seen anyone play like that, what's your secret?" Ruby asked in awe.

"Lots and lots of practice." Kevin smiled. "But yeah, where you two from?"

"I'm from some random sleepy town, and Ben's from Washington. We've been on the road for a few weeks now! Gonna take some downtime and relax here."

"You better. New York's a big place, and I happen to know every cool place around here. I can give you a tour, if you want."

Kevin turned out to be a decent guy, barring the occasional creepiness. The kid had a good sense of direction, and knew every little event by heart. Heck, everyone did, to be honest, but he explained it best. He gave the two a nice tour of the Queens area, as well as some tips for some nice restaurants.

"I prefer the Parkside and Queens Comfort. Just be careful, that place is crazy expensive. Only eat there once in a while."

"Noted." Ben nodded. "So...how long have you lived here?"

"A few years now. My mom moved here with her then boyfriend.…" Kevin's voice seemed to get angry when he mentioned him.

"...you ok, man?" Ruby asked.

A placid look washed over him. "Oh, yeah. I'm fine."

"We should get going, though. Grandpa Max should be waking up soon." Ruby said, tugging at Ben's arm.

"Wanna meet at the arcade tomorrow?" Ben asked Kevin.

"Oh, yeah, sure. What time?"

"Maybe, noon-ish? How does that sound?"

"Sounds good to me. See you two then!" Kevin waved at them, as they disappeared into the crowd. Ben looked behind him a few times, to make sure Kevin wasn't following him.

"Ok, was it me, or did that guy seem to really change when he mentioned his stepdad?" Ben asked.

"Why do you think I dragged you away?" Ruby answered. "He seems cool, but I swear, there's something off about that guy…"

Max wasn't too mad at them for sneaking off and exploring the city with a stranger, but they were in New York. Ruby just excused it as her need to explore, and Ben brushed it off as his magnet for trouble. The trio did end up eating at Queen's Comfort, and while it did cost Max a pretty penny, they enjoyed the meal.

"Shame they didn't have any squid eggs, but I suppose that steak was good enough," Max said, walking back to the hotel.

Ben and Ruby shared a look of ' _what',_ before shrugging. When they were about to pass by a nearby alley, they heard sounds of a struggle and someone obviously in pain. Ben looked up at Max for confirmation to kick butt. Max nodded and Ben activated the watch, twisting the faceplate to Ghostfreak. "Time to scare them right out of their skin!"

Ben immediately transformed into Ghostfreak and turned invisible. He floated over to the sounds of distress to see a bunch of young thugs, maybe in the early teens, beating up a kid.

"Cut it out!" The boy growled, his voice sounding oddly familiar.

"Not until you stop being a freak, freak!" The lead bully didn't have really good one liners, or comebacks. Ben glared daggers at the leader.

"Maybe I could show them the REAL Ghostfreak…" Ben thought. "But, don't want to give them heart attacks. I think this will do for now…" Ben flew over to one of the bullies (a bigger, punk type kid), and possessed him. The boy cringed a little bit, before Ben could take over his motor controls.

"Ay, Ryan, wanna take turns beating the stuffing out of this dude?" A thin bully named Matt said. "I think Barry's fists are getting sore."

Ben looked down at the kid to see Kevin, on the ground, obviously bruised and very much defeated. "Just leave me alone, dude!"

Ben just frowned, and decked Matt in the face, knocking him out cold, and sending him into a pile of trash bags. Barry looked up, a bit shocked.

"Matt, you idiot! What are you doing?!"

"I...I can't control…" Ryan's voice came out of his mouth, before Ghostfreak completely took over. "I can't stand how you're treating him." His voice was now nothing but Ghostfreak, and Ryan's eyes had his pupils. "And I want you to _suffer._ "

"R-Ryan?" Barry asked tremulously. Ben responded by slapping him on the ear with the palm of his hand, disorienting Barry, before throwing him at Ryan in the trash pile.

"You ok?" Ghostfreak asked Kevin, helping him up.

"W-what happened to…" Kevin was bit shocked about the last few seconds; his eyes were wide and his mouth hung agape.

Ghostfreak freed Ryan from his control, his body slumping on the ground like a puppet with its strings snapped. Kevin looked up at the specter in tentacles, mainly focusing on the watch. "Y-you're one of the aliens from the news!"

"You bet. Want an autograph?" Ghostfreak posed heroically.

"KEVIN!" An older man's voice rang out from the other side of the alley. Ben immediately turned invisible and disappeared, leaving Kevin alone. An older man, obviously in his early 40s came out. He had black hair, a balding head and a prominent pot belly. He glared disdainfully at Kevin.

'This must be his stepdad he was talking about.' Ben thought to himself, watching from the shadows.

"What did I tell you about curfew? And what did you do to these poor kids?!" The man spewed spit into Kevin's face with his yelling.

"It wasn't me! I swe-" Kevin defended himself, before he got slapped on the cheek. Ben gasped, hand covering his mouth to stifle the sound. His blood froze, and he tensed in that scared, angry way that only happened when one felt utterly helpless.

"I don't care, young man! Get your ass back to the apartment! I don't even know why your mom didn't listen to me and send you to that military school," Kevin's step father growled, walking away. Kevin meekly followed, trying to hold back tears. Ben sadly watched him go before departing back to the hotel room, cursing to himself: _why didn't he do anything?_

"So, his dad _slapped_ him?" Ruby demanded, feeling sorry for Kevin. "Now I get why he was acting so- so _weird_ when he brought him up."

"I could've done something, but I was too scared."

"Scared about what, exactly?" Ruby cocked her head a little bit.

"I dunno why, but... Ghostfreak sometimes gets too savage with his 'targets'. Sometimes I don't feel like I'm me when I use him," Ben explained.

"That's pretty freaky, dude."

"I was worried I would've killed him. Sure, he's a bad person, but still...I would've _killed_ him. Would that make me any better?" Ben stared morosely at his hands, his mind at war, and that helpless feeling from before continued to fray his nerves.

"We'll file a complaint with the police, ok?" Ruby reassured him. "We can help him."

Ben felt a small measure of comfort about that.

The next day, Ben went by the arcade by himself, while Ruby and Max went to a police station to explain the situation. Ben decided to indulge by playing one of racing games where it had you put in a makeshift car, and you raced against other computers. He was bad at it, but still, it was enjoyable.

"It was you last night, wasn't it?"

Ben turned around to see Kevin, carefully eying his watch.

"Come again?" Ben nervously played it off.

"You helped me last night, didn't you?" Kevin asked. "As that ghost guy."

"I don't know what you're talking ab-"

"Dude, your faceplate has the same symbol as that guy. Don't lie to me."

Ben paused the game, and turned around. "Ok, fine. It was me. I helped you last night."

"...thanks, man. Never really had anyone do that for me," Kevin said, trying to act all cool. (But gratitude still shone through.)

"No problem. I just help anyone who needs it."

"Including cities full of people?"

"And fishers. Don't forget about those. Oh, and the elderly," Ben added, smiling to himself.

"So...you're all those aliens on the news, right? The fire guy, the rock guy, the dinosaur guy...all of them," Kevin asked, his voice less shocked and steadily growing warmer.

"That's right! I'm all of those guys." Ben smiled, taking pride in his work. "Just...just don't tell anyone, ok?"

"Oh, I won't. As long as you keep secret about something of mine."

"...your dad?"

Kevin's face turned paler than usual. "Y-you saw him?"

"More like I heard him. I just disappeared when he came around the corner," Ben lied. "I didn't see anything else. But don't worry! I'll keep quiet about tha-"

"It's something else, actually," Kevin sighed, before putting his hand against the screen of the arcade game. He clenched the muscles in his hands, and suddenly, the screen started to fizz and crackle, glitching out at random moments, before turning black. Kevin removed his hand and grinned sinisterly as his hands glowed blue, flowing with electricity.

"Woah…" Ben was shocked, as Kevin played with the electricity in his hands, making little sparks with his hand and 'wisps' of electricity. "How'd you do that?"

"I can absorb any form of energy. I'm kinda like a mutant."

"Like the X-Men?"

"Or the Brotherhood of Mutants, yeah," Kevin explained. "My stepdad hates me for these powers. Dickhead's has come at me several times, asking if I wanted a piece of him and getting a little too close for comfort. One day, I'm afraid that he's going to actually hit me, and if I hit back…I'll have to defend myself."

Ben raised an eyebrow. "Why haven't you used it on him?"

"He keeps threatening my mom. If I use it on him, then he uses something on her." Kevin frowned. "That's why I hate him the most."

"I'm sorry to hear that." Ben meant it. Bullies in general were pretty bad, but living with an adult bully was flat out shitty.

"People keep telling me life's gonna improve, but sometimes I want that improvement now." Kevin frowned. "If I had the power, I'd make some changes. I'd get back at everyone who doubted me. Everyone who hurt me. Anyone who got in my way. What keeps you from doing the same thing?" he asked Ben, his dark eyes shiny and unnerving.

Ben noticed how deathly serious Kevin was being right now, and honestly, it was scaring him. It was that same aura Ruby got from Kevin the day before. "I...I think I have to go meet up with my grandpa and Ruby now," Ben nervously said, getting up from the chair. "See you around?" Ben didn't want to end this meeting awkwardly.

"Yeah. See you soon." Kevin smiled as Ben walked out the door to the arcade and back to the hotel.

Ben was still worried, but he figured that with Ruby and Max alerting the police, everything would be fine. _I hate to admit it, but sometimes you couldn't solve everything by turning into a super cool alien and punching your way out of the situation,_ Ben thought as he walked into the police station.

And then he turned pale white as he saw who Ruby and Max were talking to at the desk. The same man from last night, albeit more cleaned up. Ben could see he had a name tag embroidered on his jacket: Harvey. He boredly took notes as Max explained what happened.

"...and that's all we really know for now," Max finished. "Hopefully you can do something about the case, officer."

"We'll try our best, sir," Harvey nodded. "Thank you for filing this report."

"Not a problem." Max smiled, before walking out of the place, but not before noticing Ben's pale complexion. "Ben, what's wrong? You look like you've seen a ghost."

"O-oh, nothing. Just a little tired."

"Officer Hackett said he'll be looking into the case in a while. Hopefully something gets done." Ruby explained, "what about Kevin? Have you seen him around?"

Ben shook his head. "Nope. Didn't show up to the arcade," he lied, "but yeah...really hope he's ok."

But the second the police station was out of site, Ben whirled around to face Grandpa and Ruby. "That was _him!_ " he hissed, face pale and eyes wide with fright.

"What?" Max blinked.

"The officer you were talking to! _That was Kevin's stepdad!"_

Ruby's eyes widened, and she shared a horrified look with Max. "Oh- _oh my god."_

And so, despite the rest of the day being filled with fun activities, a thought lingered in the back of their minds: _Is Kevin going to be ok?_ Of course, that thought was quickly forgotten when news suddenly spoke of a subway train going out of control.

"If that thing doesn't stop, it's gonna either derail or crash into something," Max declared, before turning to his grandson. "Ben, if you could?"

"I'm gonna go take care of that real quick," Ben nodded, running into the crowd, already changing into XLR8 and dashing around the city to a random subway gate. Ben rushed through the place, trying to find some break or track switcher...oh god, why did things have to happen lik-

"What are you doing here, hero?" A voice said from the dark. Ben spun around to see Kevin, standing in the dark. His face was obscured by the darkness.

"I could ask you the same," Ben said, moving a bit forward. "It's dangerous to be around here, you gotta ge-"

"Oh, it's dangerous all right. But I don't care! LOOK AT WHAT YOU DID TO ME!" Kevin yelled, as he showed his beaten face. Ben felt this wave of regret wash over him, cursing himself for not saying something earlier. "He did this to me, Tennyson. He heard about everything! And I don't even want to talk about what he did to my mom!"

Ben moved forward a bit. "Kevin, I was only trying to help! Look, we can take you and your mom somewhere safe! Heck, you can stay in our hotel until your step dad pisses off or something! We were just trying to give you some help-!"

"Oh, so you wanna help me?" Kevin frowned. "Give me your watch."

"I...what?"

"You heard me. Listen; you make defending yourself soooo easy. Just presto chango, and you're suddenly a hero that can take on a giant robot. I'm human. I'm sure as hell not gonna take a hit from a full grown adult as well as you can. So just give me your stupid watch, Tennyson! Hand it over, or the passenger train is gonna crash into the money train!"

Ben raised the equivalent of an eyebrow. "How do you know what kind of trains they are?"

Kevin grinned, raised his hands and sparked them up a bit. "Hey, had to get your attention and some money for me and my mom. Now give it up."

Ben dropped Kevin and slowly wheeled himself away. "Dude, do you realize the _risks_ of this? People could die, Kevin! You can't do this!"

"And there's a chance one of them is my dad! Planned this all perfectly, didn't I?" Kevin laughed.

"So you're just gonna casually kill a bunch of people just for the offhand chance one of them might be your bastard of a stepfather?"

"Hey, no pain, no gain!" Kevin said, as he suddenly sent a wisp of electricity at XLR8, but he sped away and snatched Kevin off the ground, and started speeding down the tunnel. "H-hey!"

"Sorry Kev, but you're coming with me," Ben began, "You're gonna show me how you messed with the controls a-" Ben suddenly felt electricity course through his body, as he screamed in pain and fell over on the train tracks, dropping Kevin.

Kevin brushed himself off, before he walked on over to the dazed XLR8. "I'm gonna warn you once, Tennyson. You do not want to get me mad." He plunged his hand at the Omnitrix, and started to attempt to pry the symbol off, but to no avail. "Maybe it just needs another good SHOCK!" Kevin yelled, as he began to charge up some energy and again plunged at the watch…

And suddenly, Ben was human again, and all Kevin felt was pain. An invisible sharp force jabbed it's way into his hand, making him clench it and hold it to his chest. His hand felt like it was burning up, and he couldn't stop crying-

"Make it stop...make it stop!" He screamed, as his hand suddenly caught on fire, and green rocks grew all around his skin, slowly surrounding his face…

And when Ben opened his eyes, he was face to face with a Heatblast. Except not, because there was something _wrong_ with it. This Heatblast was thinner than Ben, and he had green rocks, red flames and a skull like head. The Heatblast looked at his hands.

"Wh-what the fuck happened to me?" The voice sounded like Kevin's, albeit more rough. "What did that weird watch do to me?"

"Hey, you fucked with it! Maybe it's a self defense thing!" Ben crowed.

"Pretty shitty self defense, if you ask me," Kevin clenched his fist, and it ignited. "I'd start running if I were you."

Ben suddenly jumped to his feet and started running down the way, as Kevin threw fireballs at the then defenseless boy. "Come on, Tennyson! Take one for the team!" Kevin taunted as he threw another fireball.

Of course, Kevin wouldn't personally hurt Ben. That was the train's job. Kevin raised an eyebrow when he turned a saw a train's light getting brighter and brighter. "Better get out of here," he thought. Suddenly, the pain returned once more; his rocky body started to slowly break apart, and turn into a more animalistic looking XLR8.

"What the...what the heck did that watch do to me?" Kevin's voice slowly changed from rough to more shrill. "Ah, I'll figure it out later. Right now..."

Kevin bolted down the tunnel, shoving Ben over. "Later, dickhead!" He yelled, as he disappeared from out of sight. Kevin knew exactly what he was going to do with these new fantastical powers. Ben, however, was rushing to even think of a way to avoid his death as the lights became brighter and brighter…

SPLAT! Ben felt himself get splattered against the train's front. Not in a horribly bloody way though, but Ben was certainly sticking to the train as a black and green blob.

"What the-?" Upgrade's head popped up. "How'd I go Upgrade?" Ben wondered to himself, before realizing he still had the train to deal with. His eyes narrowed at the train tracks underneath him, and he suddenly got an idea. "Maybe I can run up these tracks and find the switch more easily!" He let go of the train and onto the tracks; his green body ran all over them in a matter of seconds, and he suddenly had complete control over all the tracks within New York.

"Just gotta locate the odd one out, aaaaand here we go!" Ben suddenly switched the tracks around. They were rapidly heading back to their normal routes (albeit one was traveling much faster). Ben demerged and jumped onto the other train. "Everyone better hold on tight!" He shouted into the train as his body merged with the metal, supercharging its break system to have it park in some subway center. It probably wasn't where it was supposed to be, but who cares, he saved lives. Ben exhaled sharply as he closed his eyes.

"Dear god."

Across the city, Harvey was patrolling the quiet side of East Village. Not much activity was going on today, surprisingly. He thought maybe he should return home to his apartment and apologize to Eva for the way he acted. He'd bullshit some reason about how he was stressed at the moment and didn't need his son ruining his reputation. Maybe then she'd listen to his suggestion about military school.

Suddenly, Harvey's radio lit up. "Requesting dispatch by the quick 24 Hour Collision near Dover Street, reports of supposed alien activity going on in the construction area. May be a kid playing a joke, but still."

Harvey rolled his eyes, as he made his way over to Dover Street. _I swear, if that kid happens to be Kevin..._ Harvey thought, his hands wrapping tightly around the steering wheel.

Harvey arrived at Dover Street a few minutes later, parking in front of the construction sight. "Checking out the place now," he said into his walkie talkie, "will call if I need _backup._ " Harvey quietly walked around the place, his hand ever so casually near his gun holster, just in case. Everything seemed to be in order, he thought.

That order dissolved when something fell from the ceiling. Harvey turned around to see a pocket knife had hit the ground. He picked the thing up, examined it...and quickly scanned the area again. Finally, he heard something; soft murmurs on the ceiling. He looked up to see what looked like older boys, maybe around Kevin's age, hanging in a giant spider's web. They looked scared shitless and relieved to see Harvey. Harvey reached for his walkie talkie, only to find it was suddenly missing.

"Looking for this?" A voice taunted. Harvey looked to the side to see Kevin, looking more confident than earlier today.

"You little bastard," Harvey grit his teeth, and whipped out his gun, "What did you do to these kids? Do I have to beat the shit out of you some more?"

"Hey, hey," Kevin put up his hands, "cut the temper Harv!"

"What the fuck are you playing at? I WANT AN ANSWER!" Harvey's gun was pointed directly at Kevin's forehead.

Kevin looked unfazed. "Alright, fine. I did it."

Harvey lowered his gun.

"Although, I gave them a nicer treatment than what I'm about to give to you," Kevin gave an empty, predatory smile, as his body started to contort and mutate. Massive spider legs broke out of Kevin's skull, and lifted him off the ground. His face became more and more like spider like, even sprouting a black abdomen from his occipital area. Kevin's body became covered in black fur, his fingers became blue and a tail grew from out of his back. Harvey dropped his gun and started to make a run to his car. Kevin shot a web from out his mouth and stuck it onto Harvey's back.

"Gotcha." Kevin quickly webbed his stepfather up, wrapping him in an large cocoon. Harvey could barely breathe in the tight space, nor could he see anything. Kevin picked up his stepfather's cocoon and hissed at it.

"This is for everything you've ever done to hurt me and my mom, you shitty old man," The Spidermonkey's voice was distorted and full of rage. "Now, hold still. I'm gonna have some fun…"

"Kevin, stop!" Ben's voice rang out. Kevin's head snapped over and snarled. There stood the tourists, looking horrified at what Kevin had become.

"You weren't kidding," Ruby commented, "he looks freaky!"

"You again?" Kevin huffed, throwing Harvey aside. "How did you find me?"

"Had the RV tuned to police scanners. Heard mention of the alien activity around here," Max explained. "Now Kevin, I want you listen to me. We're trying to help you! You didn't have to risk all those innocent lives just to get even with your stepdad."

"NOBODY'S INNOCENT!" Kevin yelled, his spider legs digging into the concrete. "They just haven't had the chance to make fun of me yet!"

He turned to Ben, fury in his eyes. "You don't _get_ what it's like to be in my shoes, do you, Tennyson? Imagine coming home to a drunk step father and doormat mother. Your stepfather _swears_ he'll clean up, he won't make her cry anymore, and then he siphons your college funds for more booze and pointless gambling. Your mom _wants_ to leave him, she wants to just put him behind her, but she's too goddamn dependent on him. Her entire emotional 'support' is nothing but a drunken bastard who steals and gives her a 'castle in the sky.'" Kevin sounded more and more pained as he went on.

Kevin pointed a spider leg at Ben. "Do you realise how much I could make right in the world with your powers? No. You go on tour around the country, correcting one mistake in one city, and leaving. I could do better than you—doesn't matter how I get it done. I need to stop the problem. Permanently."

"That's not true! Ben tries to make sure everything's ok in the end!" Ruby interjected.

"Oh, really? Ok then, hero. I'll give you a choice," Kevin picked up Harvey's cocoon. "Either kill him, or kill me."

Ben took a deep breath, and closed his eyes. "You're right, Kevin. I don't get what it's like to be you. I don't even know how to approach this situation. None of us did, to be honest."

Ben slowly reached for the Omnitrix. "But if anything...I know you're going to hate me for this." Ben slapped down the watch, and instantly turned into Echo Echo. He split himself up, and began running around the place. Kevin began chasing after the copies, as they expertly parkoured their way through the construction site.

Ruby frowned as she watched. "Wish _I_ was involved in that fight," she sighed, tone wistful. "It doesn't feel right, leaving it all to Ben."

"You'll get your chance in the future. Right now we have to get these people out of here," Max pointed up to the kids on the ceiling.

"Even Harvey?" Ruby asked disdainfully.

"Believe me, as much as I want to strangle him, he needs saving." Max frowned as he picked up the cocoon.

Ruby nodded and disappeared in a flash of red.

Meanwhile, the Echo Echoes were skillfully jumping through the construction site. Kevin was hot on their trail, destroying everything in his wake. _I need to slow him down!_ Ben thought, as one of his clones turned around. He unleashed a powerful wave of sound...that was suddenly silenced by Kevin's web. The clone fell to the ground, gasping and spluttering for air as it tried to pry the web off of his face. He was suddenly pierced in the gut by one of Kevin's spider legs and vanish into thin air. That horrific scene made the clones run faster.

"You can't run forever, Tennyson!" Kevin yelled, as he fired another web shot. It locked onto the back of one of them, and he swung the clone around like a weapon. One of the little aliens jumped up behind Kevin and shrieked, the sonic waves hitting the back of his head. Kevin screamed like someone hit him with a mallet, and he swung around, sending the clone in his hands to the one still hovering in the air.

The two vanished upon making contact, and Kevin turned his attention to the remaining three. Two of them released a powerful sonic screech that hit him dead center in the chest. He flew back a bit, and dug his legs into the ground to help him stay in place. One of the Echo Echo had more clones jumping out of its body, circling around Kevin while he was distracted.

Disoriented and confused, Kevin began smashing things wildly, hoping that he might just hit Ben and his stupid cloning trick. "This is getting old, Tennyson!"

"Oh-no!" one of the clones cried out. "This-is-finally-over, Kevin!"

And with that, all the clones unleashed a wall of sound so devastating that Kevin _screamed_ in pain, his knees hitting the ground and his ears bleeding profusely.

He lost focus of his form, and fell to the ground, once again human. He groaned, clasping his hands around his bleeding ears and crying softly.

The clones returned to the original, and in a flash of green light Ben stood up. He blinked rapidly, his eyes unusually bright. "I'm sorry, Kevin," he choked out. He screwed up his bottom lip and squeezed his eyes shut, a sob threatening to break out of his chest. But then his grandpa held him and slowly led him away from the scene, and it took all of Ben's strength not to collapse.

"Is being a hero always this tough, Grandpa?" Ben asked, his voice small.

"...it can be," Max said softly, squeezing his grandson's shoulders. "Sometimes, it can be the hardest thing you'll ever have to do."

(In the end, there really wasn't anything Ben could have done for Kevin Levin. He was just too full of anger and hate to listen to reason. Too full of pain and savagery to have the watch. When he explained his feelings to Grandpa Max and Ruby about what happened, his voice a monotone and with a hot mug of tea in hand, it was all he could do not to fling the ceramic cup at the wall. He was angry, so, so angry; at Kevin, his stepdad, the universe for allowing this to happen.

Because Kevin could have been great. He was an honest soul- a broken one, but still honest. There was so much Kevin could have done but would never be able to do.)

(They really could have been friends.)

.

.

.

.

.

(Maybe they still could be, in the future.)

—

Thank you for reading today's chapter! I'm gonna release five more in the next coming weeks, then take a three week break to work on some other Chapters.


	6. They Lurk Below

A little bit of a breather chapter this week, due to weather. By far the shortest chapter. Hope you guys are staying warm!

* * *

Ruby was practically vibrating in her seat. "We're taking a private plane to go to some billionaire's undersea hotel, _this is the best day ever."_

"Do you think we'll find mermaids?" Ben asked curiously as the plane began to descend. "I mean, if aliens exist, why not?"

"Ooooh, that'd be so cool," Ruby said, eyes sparkling. "But I wouldn't want them to be like the Little Mermaid, I want scary, eat-your-face-off mermaids, those are cooler."

"Weirdo," Ben said fondly.

"Like you're one to talk."

Meeting up with Donovan Gransmith was a treat, but his grandson? Not so much. All Ruby and Ben had to do was greet him and all he did was give a dismissive, "Whatever."

Ruby and Ben shared a look before glaring at him.

Getting inside the hotel was like descending from an amusement park ride, complete with seeing oceanic animals swimming around the tube. "Best. Day. _Ever_ ," Ruby whispered, and Ben had to agree.

"You sure this was the safest place to build a resort like this?" Max asked, concerned.

"You talking underwater fault lines?" Donovan asked.

"I'm talking about being smack dab in the middle of the Bermuda Triangle."

Ben and Ruby tore their gazes from the ocean and shared a look.

"Growing up you always were the worrywart, Max," Donovan said cheerfully. "Never the risk taker." As the resort loomed near, he swept out his arm. "I give the world's first and only underwater resort." As the light reached them, he added, "You won't believe what's down here."

And indeed they didn't. While the underwater hotel was freakishly cool, it didn't detract from the fact that _aliens kept swarming it_. Where did they even come from anyway?!

(At least Edwin turned out to be an alright dude. Granted he was kind of a brat, but with a grandfather who liked to throw money at the problem instead of dealing with it properly, Ben couldn't blame him for always being so sour. Plus he got them out of that alien swarm earlier, so, you know, he was alright in Ben's book.)

"I knew you shouldn't have taken it!" Edwin snarled at his grandfather. "I knew it!"

"Edwin, quiet!" Donovan snapped. "He doesn't know what he's talking about."

"How would you know?!" he said, frustrated. "All you ever hear from me is what you wanna hear!"

And then the octopus-like robots suddenly swarmed out of the Undersea Manta Ray, and at that point everyone just started running. Once they were safe in the elevator, Max demanded, "Donovan, what is going on?!"

"Okay," the millionaire sighed. "The underwater volcano thing didn't work. The resort was doomed. I was going to become a punchline to a bad joke. Then I found this… other energy source, on this weird craft way down below. It was like nothing I'd ever seen before."

"And now those aliens want it back," Ruby stated grimly.

"Yeah," Ben agreed, "the same ones with the underwater parking lot full of boats and planes."

After escaping from a rushing tidal wave of water and evil aliens, Max said, "Twenty-eight years on the job and I never found out who was behind the Bermuda Triangle. And now they're coming for us."

Getting inside the water-crafts that would lead them to the surface, everyone thought they were safe… except robotic tentacles slammed down on the metal, crunching it and separating the group. Max and Donovan screamed as they were led upwards by the track, and the kids were forced to watch as they sped back down to the resort.

"We're gonna be flattened!" Edwin screamed.

"No we're not!" Ruby declared, holding onto him. "Now close your eyes and brace for impact!"

A flash of green light and Ben was Water Hazard, and he grabbed Ruby and Edwin and practically slid across the water, the jets underneath his feet forcing him to fly upwards.

"Who is-?" Edwin gasped.

"Just another friendly alien, here to help," Ruby told him quickly (and not very convincingly).

"Hold on, this is gonna be bumpy," Ben said as he saw the octopi aliens after them. The tentacles jutted out of the water like serrated blades, and it took all of Ben's concentration to dodge them all.

"Look out!" Ruby screamed, and Ben felt cold rushing water over him. He let go of the kids, the three of the tumbling into the water. But then Ben plucked them out of the sea, his eyes glowing, and he could feel pulsating warmth coming out of his hands.

"Edwin," Ben said as they were once again airborne, "where's the energy orb? We need to get to it before the aliens do."

"It's all the way on the other side of the resort, Ben," Edwin told him, brow furrowed. "We'll never make it like this."

Ben hoisted both children on his back and declared, "Watch me." And then he flew threw the resort, streams of water flying from his hands like a highly pressurized fire hoses. They hit any wayward aliens that tried to attack them with ease, severing robotic tentacles and leaving remnants of metal in the water.

More and more robotic limbs flew out of the water and at the superpowered mollusk. Ben blasted the limbs with relative ease. When they tried to sneak up behind him, Ben just focused his water at the back pores of his body, and down they went. "I call that move 'Back Blast'!"

"...lame," Ruby commented.

By the time they made it to the jet skis, Ben said, "All right, now we're talking," just as the Omnitrix began to time out. He quickly set down Ruby and Edwin in two of the vehicles, but not before he was captured by numerous aliens.

"Ben!" he heard Ruby cry out as Water Hazard turned into a normal human. Ben was able to squeeze out of the trap (the aliens had oddly slow reflexes, seriously?) and he hoisted himself up on Ruby's jet ski.

The three of them sped off just as another alien was about to attack, but like a total badass Edwin used a wooden oar as a lance and slammed into the creature, killing it instantly. "Thanks," Ben said, genuinely impressed.

"No, thank _you!_ That was awesome!" Edwin crowed. And then his eyes widened. "Hey, look out!"

Aliens were approaching them, and without weapons it was all they could do to avoid them in the water. One of them ended up attaching themselves to Ruby's jet ski, so Ruby smirked and drove up a ramp, the two of them screaming as they flew in the air. They landed on a downward ramp, the alien crashing and letting go behind them. And then they slid back into the water and joined Edwin on their quest.

The location of the orb was half-submerged in water, the metal tubes connecting the pod the only thing truly visible. The three of them slowed near the orb, and Edwin quickly unlocked the hatch. The inside glowed a stunning purple, alien and powerful.

"If that orb can power this whole resort, just imagine what those aliens did with it," Ruby breathed, her brow furrowed in thought.

"Stealing all those ships and planes would be a good guess," Ben spat.

"Maybe, if we reverse the connections, it would turn its outward power inward," Edwin realized, eyes wide.

"And make the whole resort implode," Ruby said, grinning.

"With those aliens in it!" Ben cheered.

"Good thinking, Edwin!" Ruby beamed at him.

"Thanks!" Edwin said with a smile. "But we still need to get out of here."

Ben smirked at that. "I think I have an idea."

It didn't take long for Edwin to tinker with the orb's settings, which was a good thing because _oh god the aliens were back_. Luckily they were able to ride away before the aliens caught sight of them, and by the time they arrived the three children were already halfway across the resort.

"How much time do you think we have?" Ruby asked as she maneuvered her jet ski around a corner.

"Not much," Edwin said grimly. And then they slid to a stop right in front of the old submarine, the one that was supposed to be hanging up by the ceiling but was now floating in water.

"Get in!" Ben ordered.

"That thing's your escape plan?" Edwin exclaimed incredulously. "It's only for show!"

Ben held up the wrist with the watch and smirked. "Just trust me." And then he turned his Upgrade and absorbed the submarine, the golden flesh turning black, green, and white.

"He has to tell me how he does this," Ben heard Edwin mutter inside the machine, and he could hear Ruby's responding giggle. And then Ben swam them out of there, just as the resort imploded in on itself, glass breaking and smoke appearing beneath the waves.

By the time they reached the surface, the skies had cleared, the docks were empty, and Max and Donovan were waiting for them right outside. The submarine lifted itself in the air, bobbing slightly in its golden glory. Ben, Ruby, and Edwin opened the hatch and walked out onto the surface, Edwin even waving down at the stupefied adults.

Once down on the docks, Donovan had to ask, "How did you get that sub to work? It hasn't run in eighty years!"

"It's like I said, Donovan," Max said easily, "grandkids have an amazing way of rising to the occasion."

"The good news is that all the aliens are toast," Ruby said happily.

"The bad news… is that so's the resort, Grandpa," Edwin said, eyes downcast.

Donovan went down to his knees to look his grandson in the eyes. "Hey, who cares? You're all okay, and that's all that matters." With a quirk of his brow, he added, "You'll have to fill me in on all the details, Edwin."

"Most of them," Edwin said, giving Ben and Ruby a subtle wink. "And the name's _Eddie_ , Grandpa."

Donovan nodded, and the two finally shared a heartfelt hug.

"I think our work here is done," Max told his kids, smiling down at them.

(At least until Donovan declared his next resort was going on the moon. It took a little while longer to convince him otherwise.)

* * *

At the time I write this, the 4th anniversary of Monty Oum's death has occured. I hope you all keep him in your thoughts. "Keep Moving Forward."


	7. Last Laugh

Special thanks to Winter Witch, Carth, Razz, Anti, Ender and Runny.

* * *

Ben hated clowns. _**Hated**_ them. Hated their garish makeup, their laughter, their odd clothing… quite frankly he just hated the very existence of clowns.

So when the circus was in town? He tried not to show it, but Ben was genuinely uncomfortable. The so-called 'circus freaks' were bad enough, but seeing the clown in the garish makeup and the baubles on his coat and his _freakishly long tongue-_

He bumped into something. Shrieking, Ben turned around to fight only to have small hands clutch at his wrists. Bringing them together, Ruby held them firmly and said, "What's your deal, Tennyson?"

Breathing heavily, Ben asked, "What do you mean?"

"Ever since we decided to go to the circus, you've been acting weird," Ruby told him, brow furrowed. "What are you scared of?"

"I'm not scared of anything!" Ben protested hotly.

"I don't believe you," Ruby told him bluntly. "Everyone has a fear, even you."

"If you're so sure about that, then what are _you_ afraid of?" Ben countered defensively. He could feel his old fears coming back to life, could feel it surrounding him like an ugly miasma and slowly choking him every time he breathed.

Ruby softened considerably. Her lip gave a slight quiver, and her shiny silver eyes suddenly looked wet. "I'm afraid of losing any more people like how I lost my mom," she whispered, her voice tiny and haunted.

Everything tilted just then. It wasn't like a puzzle piece suddenly fitting in right. It was just a little thing, but enough to look back with renewed interest and wiser eyes. Ruby's almost deliberate sweetness, her excitability, but most damingly of all, her eerie calmness in battle; it made Ben wonder if she'd seen it all before.

Was her cheerfulness faked? Were her smiles ever real?

"Ruby-" Ben began to say.

"Come on guys," Max appeared from around the corner, "The show's about to start."

Ruby suddenly smiled, all traces of her tears gone. "Come on, I wanna see this!" And then she tugged Ben's hand and they made their way out of the makeshift alley.

Ben decided to let it go for now. They would have time later to hash that out, and besides, there was Zombozo the Clown to worry about.

Like how _absolutely freaky_ he was. The second he popped out of his stupid clown car, Ben was unnerved; He had pale white skin, green hair and disgustingly red lips. The jumpsuit he wore was striped dark and light grey, with big black shoes, black gloves, and a top hat. But Ben could get used to this. It wasn't that big a deal. He was just some dude wearing cheap makeup.

"HEYA, KIDDIES!" The man's voice was filled to the brim with cheer. "HOPE YER READY TO LAUGH!" He began to flips and tricks that were admittedly impressive, but not impressive enough to shake Ben from his fear.

"Hey, come on," Ruby nudged him, "Lighten up! It's some idiot embarrassing himself across the country. It's not a big deal!"

What _**was**_ a big deal was how he used some circus freaks to commit crimes for him. Ben stepped out to get some popcorn, when he heard a car alarm go off nearby. Fearing trouble (and needing a break from the hell that was the clown tent), Ben quietly snuck on over to a nearby chain gate, and was shocked to see something even more disgusting than Zombozo's fake makeup: a guy _melting_ an ATM with his breath.

The guy was deathly skinny, had wrinkly, pale skin, little bits of straight black hair poking out of the top of his head. When he turned around, Ben nearly barfed at the guy's red eyes with different-sized pupils, and most of his teeth were missing with his gums a sickening green.

"Acid Breath," a woman's voice spoke. "You realize you could've melted the money, right?" she scolded him as she stepped into view. Like Acid Breath, she had dangerously pale skin. Unlike him, she had a slender frame, black circles on her cheeks, a black, tight-fitting jumpsuit that showed off lean muscles, and five orange tentacles for hair. On the ends of her hair, she wore clown gloves. Ben was confused by that.

"So?" Acid Breath frowned, "It's not like any of this money's going to _us._ "

"I know, but still, don't want him getting mad. Remember what he did to _them?"_

Acid Breath looked horrified, as he backed away. "Y-you're right, don't want him getting mad! T-thumbskull, you take over!"

Something grunted and stamped on over. He was a massive, bulky figure with a massive nail on his forehead. He wore black overalls over a gray shirt with several black stripes on each arm. Like his partners, his skin was pale and he wore black shoes with blue soles. He grabbed onto the remains of the ATM with his large hand and tore the machine in half. Money flew everywhere, as the lady suddenly grabbed it with her weird hair. They were like tendrils, squeezing the money and shoving it in the bag.

"...ok, yeah, now I know I need to step in," Ben whispered to himself, activating the Omnitrix.

 _FLASH!_

Acid Breath spun around, looking around the place. "You guys hear something?"

"Huh?" Frightwig questioned. "Hear what?"

"Must've been the wind," Spidermonkey joked, as he dangled from a loose piece of web above their heads.

"Yeah, could've...HEY, WAIT!" Acid Breath yelled, before looking up.

Frightwig sent her tendril hands at Ben, who evaded them with ease. Acid Breath exhaled a mighty puff of acid smoke at Spidermonkey, who jumped away and webbed his and Frightwig's face. Of course, that barely did anything to Acid Breath; while Frightwig struggled to pry the webbing off of her face, Acid Breath melted away the web like it was nothing. Spidermonkey's expression drooped.

"Oh, come on!" Ben complained, hanging off of a lamppost. Thumbskull grabbed the lamppost and shook Spidermonkey off, catching him in his big hands.

"Gotcha," Thumbskull smiled, squeezing Spidermonkey to the point where he felt like he would burst. Acid Breath ran off somewhere, but Ben was more focused on the pain at the moment.

"OW!" Ben screeched. "Ok then, buddy! Let's see how you like this!" And then he dug his very hard, very painful pincers into Thumbskull's hand. Thumbskull screamed in pain as the bite mark swelled a bit.

"THAT HURT!" Thumbskull began going on a rampage. He began smashing almost everything in sight, which worked to Ben's advantage. Ben shot a flurry of webs at Thumbskull, binding him in a mess. With acrobatic skill, Ben landed a perfect triple pike on Thumbskull's face. Thumbskull fell over with a dull THUD!

"And that's how it's done," Ben said to himself. Someone applauded.

"Impressive show, kid!" Acid Breath commented sarcastically. "Ever think of joining the circus?"

"And interact with people like you? I don't think that's really good on my heroic image," Ben countered.

Acid Breath shrugged. "Well boss, I tried."

And from out of the shadows, the ringmaster appeared. Zombozo looked unnervingly happy, something that nearly broke Ben out of his confidence. But then he remembered, _I'm a superhero! What's this guy gonna do? Whoopie cushion my seat?_

"This better be good," Zombozo frowned, "I don't like being interrupted when I'm eating."

 _Eating?_ Ben thought.

Zombozo carefully examined Ben. "Y'know, when I heard about these alien heroes in the news, I thought it was some kind of joke! Especially this one!" Zombozo guffawed. "What, are you some kind of...Spidermonkey?"

"Yes, actually," Ben said, matter of factly. "I figured it was obvious."

Zombozo broke down laughing his obnoxious trademark laugh! You're just a walking joke, aren't you, kid?"

"Hey, at least I have enough dignity not to wear some crazy clown makeup," Ben shot back. "What's the worst you can do?"

"Oh, you want to seeeeee?" Zombozo suddenly became deathly serious. His body began to crack and contort, increasing in size. Ben backed away, suddenly feeling like he was in a particularly nasty horror movie.

Zombozo's fake clattery teeth became snarled and sharp. His skin decayed and grew what kind of looked like scales on every where sans his face. Even worse, his pale make up no longer looked horribly fake... _it looked like that was his actual skin._ His eyes became large and maniacal, pupils growing and shrinking at random times. His sclera turned black, and staring into his eyes, Ben imagined this was what being dragged into hell felt like.

"Let's make this quick, kid!" Zombozo laughed maniacally as he sped at Ben, his stupid clown shoes honking as he ran. Spidermonkey could barely comprehend what was going on when Zombozo's massive fists honked menacingly as they collided with his frail form, sending him flying into the air, and onto a car roof. Ben groaned, as Zombozo clasped his hands together and slammed them down on the car, flattening it...but he could feel this hard pain, digging into his hands...stinging, no, stabbing!

Zombozo yelled as he pulled away, a notable series puncture wounds in his hand. Spidermonkey wasn't a flat purple pancake underneath Zombozo's fists, but instead the nigh-unbreakable Diamondhead. Sharp, crystalline quills poked out from his body, a few stained with green blood. Ben grunted as he stood up, and brushed himself off.

"Ok, don't know how that happened, but I can work with this!" Ben shrugged, as he shot some crystals at Zombozo. Zombozo shielded himself with his large hands, diamonds digging into his skin. (Ben had to admit, it felt good to do that.) Zombozo began to slowly shrink and cower, cursing and barking for his Freaks to retreat.

"Nuh uh!" Ben taunted, as he formed giant crystalline walls around them. "Try getting out of this, Krusty!"

"Oh, I love a good challenge!" Zombozo's creepy clown face lit up with excitement, as he pulled out a smoke bomb with a hyper realistic clown face painted on it. He hurled it at the ground, and a deep purple haze suddenly flooded the area. Ben coughed and struggled to navigate through the smog, while Zombozo and his gang disappeared into thin air. When the haze had settled, Ben was alone with in the walls.

"Gone," He frowned, as he lowered the walls. Ben felt his body shake as he reverted; _what the hell was up with Zombozo?_ It took him a few minutes to even move a muscle. The entire battle was so fucking surreal, a type of weird Ben hadn't really encountered and which unnerved him like nothing else. That also begged the question; was there MORE stuff like that in the world?

As he walked back into the fairground, the lights to the circus died down, and Ben could hear weak murmurs and footsteps leaving the place. What followed was a rather dreary image. From his memory, people entered the place happy and jovial, ready for a good laugh / distraction from whatever life threw at them. They left the fairgrounds sullen and blank faced, shambling about like zombies in a low-budget horror flick. Ben had a strange feeling that refused to go away; that maybe something was _stolen_ from these people, something intimate and intangible and vital to their lives.

And then he saw Ruby and Max, and he knew Zombozo was responsible for something. Ruby looked the most tired, her skin paler than usual and her face downtrodden. She looked as if she'd never laugh again (and wasn't that a terrifying thought). Max looked like he would fall over, wheezing between weak chuckles.

"Where'd you go?" Ruby asked, rubbing her eyes. Her voice was tiny and lifeless and so out of character that Ben was momentarily left speechless.

Ben shook it off and was about to answer when he spotted the circus tent behind them collapsing within seconds. Those freaks were about to take off! "Long story, come on!" Ben grabbed them by the arm and dragged them to the RV.

"Ben, what's going on…" Max wheezed as they stepped into the RV.

"The circus is a crime ring. Just try to keep up with me!" Ben directed, activating the watch. "I'm taking to the skies!" Ben suddenly transformed into Astrodactyl, and flew off. Max stumbled his way to the driver's seat and sluggishly started up the engine.

As Ben flew overhead the fairgrounds, the Circus Freaks were quickly shoving everything to a clown car. "Must be bigger on the inside," Ben thought out loud, as he shot a blast of stardust from his mouth. The Circus Freaks gasped, as they quickly got in the car, leaving behind some of their goods. Ben pursued them, eyes dead on the clown car, with the RV slowly racing behind him. Ben tried to fire some more oral blasts of stardust, but the compact car kept on dodging them. Eventually, it led from out of the city, and into the empty road of some forest.

"Gotta get closer, then!" Ben swooped down and closed in on the car, when the window opened. Suddenly, Ben was face to face with driver of the crazy car, Zombozo.

"Give it up, clown," Ben cawed, "I'm just about done with you!"

"Oh hoho! Now that's a joke! Here's another!" Zombozo bantered. "How's your gramps doing, kiddo?" Ben looked over his back, to see Grandpa Max, asleep at the wheel. It was a miracle he was still going straight, but given his speed-

"I think he'll crash in a ditch soon, kiddo!" Zombozo motioned to a dead end sign they passed. "But whatever! Not my problem!" He laughed, as he made a haste turn left. Ben swore angrily, but swerved towards the RV, going as fast as he could. How did Grandpa fall asleep? What was Ruby even doing?

Ben flew over to the RV and opened the side door, and ran to the driver's seat. He pulled the emergency break and the vehicle stopped with huge jerk, everything inside the RV shifting slightly out of place as a result. Ben took a deep breath as he reverted and slumped over on the floor.

Max groaned as he weakly woke up. "What….what happened? Did you get him?"

"Grandpa!" Ben gasped. "Oh my god, are you ok?"

"I...I'm tired, Ben," Max chuckled despite the worry in his eyes. "Dunno why, felt fine when I was in the tent...w-where's Ruby?"

Ben looked over his shoulder to see Ruby slumped on over in her seat. She looked even worse from when Ben saw her at the carnival. "I think we need to do some research on this clown guy."

Ben pulled out his phone and typed in the words "Zombozo" on his Safari app. Immediately, a few results came up. Ben clicked the first one, a link to his webpage. A sickeningly sweet picture of Zombozo was put on display, with some links on the side. There were also some pictures of those Circus Freaks, with a few other faces Ben hadn't seen before. They looked happier and healthier, Ben noted.

"HEYA KIDDO!" Zombozo's voice rang. "YOU WANNA HAVE SOME FUN?"

"I swear…" Ruby groaned. "If I hear that fucker's voice again, I will actually die."

Ben scrolled around on the website. There was nothing really interesting, just some activities for kids to do, but Ben was more interested in clicking on the "summer tour" page. A few places had already been visited; mostly small towns, in random states...but Ben decided to search some of them up. And the search produced some nasty results.

 _Minnesota Town Faces Strange Mortality Rate and Robberies_ , by some guy Ben didn't care about. The article was exactly what it described; a lot of deaths and robberies in the same week, occurring the same week that Zombozo had visited.

 _This has to be a coincidence,_ Ben thought as he searched the next town.

 _Arkansas Hospital Nurses Dozens of People_. Another fun article about kids and adults being hospitalized. Nothing about robberies though. The last article, however, was most curious.

 _Michigan Boy Hospitalized After "Clown Scare"_. The article spoke of how a boy, age 6, had apparently snuck in Zombozo's tent to say hi. However, Zombozo must've scared him, because the boy was sheet white and horribly tired when he returned him to his parents. The boy could only say one thing; "he takes you a part of you." Zombozo apparently left town following this.

Ben shivered, as he looked at Ruby. Her conditions matched the boy in the story perfectly.

"Ok, call me crazy," Ben began, "but I think Zombozo might harvest souls."

"...that explains a lot," Ruby grunted, weakly propping herself up. "I feel so _empty."_

"They say," Max began, "eyes are windows to the soul. Perhaps by his entertainment...he used some tech or magic to steal them."

"Then I'm glad I didn't stick around for that." Ben admitted, heading to the door. "I'm going after Zombozo."

And then something slumped over in its seat. "Ruby?"

She was listless, her gray face set against the table. Her hair was limp and falling into her glazed eyes. And Ben didn't know if he wanted to scream and hide or scream and _rage_.

"Ben," Max stuttered out, his eyes drooping dangerously. His hands shook as he rubbed at them. "I know you're scared. But you gotta face this guy head on. You can't let him control you... make him scared instead of the other... way... around...Remember, the thing about monsters… is that they use fear to control others. You have to… you have to beat them at their own game. Scare the fear right out of _them."_

"I will, grandpa," Ben said as Max's eyelids slid shut. Max's eyes slid shut, and he gently snored against the steering wheel, oblivious to the world. Ben felt a little comforted by the soft snores, but Ruby was barely moving, her barely rising shoulders the only thing differentiating her from a corpse. The question remained...how long would they be sleeping?

Ben took a deep breath, and ran out the door to fuck this clown up.

It hit them like a bullet. One second, the freaks were by their trailers, enjoying their loot, or at least what was left of it. Acid Breath was joking about how that weird monkey thing looked scared shitless with Thumbskull, while Frightwig boredly filed her nails. While she enjoyed their company, sometimes you just had to lay back and treat yourself a bit.

And then something fast shoved over Thumbskull to the ground, and spun him around a dozen times, sending him crashing into a trailer. Acid Breath couldn't register a reaction in time, mainly because no one saw it coming. And then Acid Breath disappeared. Frightwig raised up her tendrils in fear, and slowly crept around the place. She was alone.

The blur... whatever that thing was, it threw Acid Breath at her, knocking her to the ground. Next thing she knew, her tendrils were wrapped around body, ensnaring her for a good while. She struggled to escape her own prison, before she noticed something standing right by her head. A foot, with a wheel on it.

"You're going to start talking about Zombozo," the voice of the foot said. Frightwig looked up to see some kind of dinosaur - Tron looking hybrid wearing a mask. "And maybe I'll let you go."

Frightwig shuddered. "Ok, ok! He's a soul stealing maniac, ok?"

"That's not good enough," The alien hissed. "Why's he need the souls?"

"He...he needs them to feel like himself." Frightwig explained. "You see...our boss wasn't always like that."

"By that, you mean a soul stealing psycho."

The freak nodded. "He was a bright guy, who just had some depression. It happens, I can understand that. Of course, those ignorant bastards that he had to deal with couldn't wrap it around their head that depression doesn't just...go away. So, he tried making a machine that could control emotions of other people, so they could understand how he felt. It fed off the positive energies of the person, and left them as a husk. And he found some sick joke in this fact. Hence the clown make up."

"And where did you guys come in?"

"He hired us. All eight of us. He just wanted to help us get off the ground," Frightwig admitted. "He needed some funds to keep his machine well oiled or something like that."

The alien paused. "Where's the other five?"

Frightwig didn't answer.

The alien sighed as it quickly untangled her. "Any idea on how to return the souls to their bodies?" The thing asked.

"Yeah. Destroy the machine, and the souls should fly back to their original bodies." Frightwig said, picking up Acid Breath. "What are you gonna do, kid?"

"Gonna go pay your boss a visit," The thing quipped, before it sped away.

XLR8 stood at the gates of Hell, staring down the dark path it led to. He took a deep breath, as he reverted back to regular old Ben.

"You can do this," he said to himself. "It's just a dude with a fake rubber nose and big feet...and a device that could steal your soul."

And Ben took a step in the dark. That step turned out to be the biggest mistake of his life. Ben suddenly found himself falling through what was hell itself; Zombozo's laughs and screams tormented his brain the entire way down. Ben screamed as he landed on the ground, his body weak. Something honked as it made his way over to him...and it was the biggest, ugliest pair of shoes Ben had ever seen.

"Zombozo," Ben hissed.

"Oh, so you're the alien freak show!" Zombozo laughed. "I gotta say, I'm entertained!"

Ben could see souls inside the orbs of Zombozo's coat, could see them moaning in agony while the clown himself smiled. The orbs all led upward to his hat, and in the center of that orb Ben could see a smiling Ruby, her face thinned out and skeletal, pale skin gray, and her silver eyes a dull black.

Ben pushed aside his fear and snarled, "What do you want?"

The machine behind Zombozo came to life, and a funnel wove itself toward him so as to bring the clown into the air. Ben kept his head low to the ground, just in case.

"I only want what every clown worth his floppy shoes wants," Zombozo said with a loathsome smile. "To make people laugh!" And then he grabbed Ben's chin, forcing him to look into that evil face. " _Then drain their positive energy like a sponge at a pool party!"_

Ben was shaking at this point, there was no denying it. Zombozo sneered at him and threw him back to the ground. "Really, is that so wrong?"

Ben covered his head and forced his voice not to tremble. "Is that the machine you use to suck the happiness out of your audience?"

"I call it the Cy-Clown. Pretty clever, aye?" Zombozo crowed. "Soon I'll be taking my act to the big cities! Millions of people laughing for me! _Feeding me._ _ **Making me stronger."**_ His body became more and more monstrous as he grew larger and larger.

Ben stopped shaking. He lifted his face from the ground and glared at Zombozo. "I want all the souls back where they belong!"

"Oh?" The monstrous clown gave a mock gasp. "Didn't you hear? _They've run away with the circus!"_

Ben could only stare in horror as the limelight stopped on some stragglers who stayed behind, showing off their skeletal form. He could hear weak whimpers before dissolving into weak chuckles. But what really got him, was a child no older than three, weakly begging for his mom.

"I'm...I'm scared…" his tiny voice weeped.

And like that, Ben's fear vanished.

Ben slowly stood up and brought the dial up on his watch. "Oh you're funny," he said, voice low and dangerous, "but _I'm_ gonna get the last laugh."

His own body turning skeletal and transparent, his skin becoming gray, his legs disappearing into a whisp, a single roaming eye on his face, and Ben had become Ghostfreak.

Zombozo smiled and shook his head. "Nice try, kid," he said, "but I sell the tricks. I don't buy 'em."

"Shut the fuck up, Pennywise," Ben said, his voice raspy and dangerous, and somewhat glad Grandpa wasn't around to hear him say that. "I just figured out there's something I'm even _more_ afraid of than you." And then he clawed Zombozo right in his fake rubber nose. Zombozo screamed in pain as he held his nose, green slime coming out of it. " _ **Losing the people I care about."**_

Zombozo lifted himself up in to the air, glaring at the area around him. Transparent, Ben continued: "And I'm especially not going to lose them to some goofball emotional vampire. In other words…" Ben turned himself tangible again, " _you're going down, clown."_

Ben went all out on Zombozo, slashing his body and leaving claw marks all over. His mind was focused on just the image of a bloodied Zombozo, lying on the floor, as retribution for his crimes. Nothing else mattered at this point. He just wanted his grandpa and friend back to normal...and it was time he did that. With a massive slash to the chest, Zombozo fell over on his machine.

The machine exploded, the glass orbs splintering apart and releasing the souls within. Ben saw a few go back to the people who were lying motionlessly on the ground, Ben hovered down in front of Zombozo, waiting for the clown to exit his own busted machine.

"I'm warning you to back off," the clown said shakily.

"You wanna see something _really_ scary?" Ben asked sweetly, right before reaching into his own chest and ripping apart the skin. Black and white striped tentacles appeared out of his torso, slithering in midair like diseased snakes.

Zombozo screamed in fear, eyes bulging as he slammed backwards into his machine. He bounced off the metal and landed on the ground, but then he sat back up and crawled backwards away from Ben. He cowered in a sad little ball as Ghostfreak slowly hovered over him.

"Oh," Ben cooed mockingly, "now don't tell me you're afraid of old _Ghostfreak!"_

"Please! _No more!"_

Ben brought his hands up into claws and said, "Boo!"

Zombozo's head inflated and then exploded. Confetti fluttered around Ghostfreak as smoke wafted upwards. Ben stared at his own hands for a moment before the Omnitrix began to time out. "Oh," he said underneath the noise, "That kind of even freaked _me_ out."

It was a few days later, when the nighttime sky was clear and Grandpa Max was asleep, that Ben finally said, "So, you never did tell me what happened to your mom."

Ruby stilled, her feet no longer kicking in the air. She instead laid them flat against the RV's roof and then turned to face him. "Sorry, but you have to be a level 10 friend to unlock my tragic backstory."

"Well, I'm at least a level 7 at this point," Ben countered, smiling slightly. He sat down next to her and could suddenly smell chocolate and roses- it was oddly subtle, but when he was sitting so close to her…

"True," Ruby admitted. "I guess the short version is that one day, while on a job, my mom left and never came back home. My dad shut down, my older sister- who was only around four or five at the time- had to pick up the pieces, and my uncle kept getting sloshed. It was just a really bad time for my family, and I'd rather not let anyone else go through the same thing."

"...I'm sorry about your mom," Ben said finally, his voice quiet and unsure. "You don't have to tell me all the gory details, I got the gist of it."

"That was the point," Ruby told him, smiling softly. And then she put her head on his shoulder and closed her eyes. Ben froze and looked down at her, noting how peaceful and alive she looked compared to how corpse-like she was just a few days ago. His shoulders relaxed and Ben stared up at the night sky, taking in the bright stars and soft scent of rose petals.


	8. Charm School's Out

These next two episodes will come out, and I'll be taking a break for a few weeks to polish up other chapters. I hope you enjoy. Shout out to WinterWitch for helping write and revise this with me this week, and for Anti, Rick, Razz and Carth for some concept art.

* * *

Ben groaned audibly as the Rustbucket rolled over a wooden bridge. The trees surrounding the Hogwarts-style school were nice to look at, but all he could focus on was visiting his dweeb of a cousin. It was going to be a boring day with little Miss Know It All, he just knew it.

Ruby was reading a brochure for Bancroft Academy, the fancy school Gwen had gotten a partial summer scholarship for (the rest paid for by Gwen's rich parents). "Lot of good things about this academy," Ruby said out loud. "Gwen's pretty lucky to get in."

Ben grabbed the brochure out of her hands and gave it a once over. "More like it's a school for snobs and posers. Must be why Gwen fits in so well."

"Be nice, Ben," Max chided. "Ruby's right, Gwen's extremely fortunate to get into this school. We need to show our support."

"Yeah, if we don't kill each other first," Ben muttered.

"Personally I wanna check out the library," Ruby said dreamily. "And the school looks almost like Hogwarts, it's a geek's dream come true."

Ben rolled his eyes but smiled anyway. "Settle down, I don't think this school is fond of kids like us."

Ruby shrugged. "Fair enough."

The school indeed looked like Hogwarts, or at least a decent imitation of it. The buildings were more close together, and it looked more like some Ivy League college campus, but the crumbling, ivy-covered buildings and surrounding forest gave it a familiar, mystical feel.

But, thanks to location, it was kind of spooky. Ben and Ruby were creeped out by the painting of the headmaster that was in the office area. As they moved from side to side, the headmaster's eyes followed their every move.

"What are you kids doing?" Max asked as he walked over.

"Just move from side to side a bit, and watch the eyes." Ruby said, not breaking her focus from the photo. And Max did so.

And soon, there were three people horribly unnerved by the photo. "Someone should call an exorcist," Max joked as they walked to the courtyard.

Meeting up with Gwen was… not fun, to say the least. Gwen was a young, red-headed girl with a blue hair clip in her bangs and green eyes, a slightly darker shade than Ben's own. She was dressed in her red school blazer and black knee-length skirt. She was had grown a few inches taller, which was only truly noticeable when she stood near Ben and Ruby. She had freckles on her cheeks and light, blue rimmed glasses on. Gwen looked oddly mature for her age, which was another reason Ben hated his cousin.

She dressed like a librarian. And not a cool one. like an old hag who was insistent the library maintain zero decibels every second she was in there.

"Grandpa!" Gwen yelled, as she ran up to Grandpa Max and gave him a big hug.

"Heya, pumpkin. How've you been doing?" Max greeted her.

"Pretty good! I'm having soooo much fun here! Oh, I have to give you a t-" Gwen paused, as she noticed an unfamiliar face. "...this must be Ruby, then."

"Nice to meet you," Ruby smiled politely. Gwen gave Ruby a polite greeting and a handshake, and then turned to Ben with a disgusted look that he returned. If looks could kill, Gwen could be charged for a war crime.

"Don't do anything to embarrass me, dweeb," Gwen hissed at him.

"Don't worry," Ben told her smugly. "I'll be on my best behavior."

Gwen's voice gained a whimper. "Why doesn't that make me feel better?"

Gwen led them to somewhere- Ruby wanted to care, but she was too busy looking over the (admittedly) beautiful campus. She _did_ notice someone creeping around one of the fountains on campus. It was a group of girls, dressed in heavy black cloaks that wouldn't have looked out of place in some cheesy B-movie horror flick. She could hear them murmuring, snippets of "a few more hours" and "we're almost ready" reaching her ears.

Ruby had the sneaking suspicion that today was gonna be another one of those days.

"Hey, Ruby!" Ben called out. "What's the hold up?"

"Oh, nothing." She ran up to meet them, brushing off the thought.

From that point they went on a tour of the enormous school, Gwen rattling off facts like they were going out of style. "And recently Bancroft Academy was awarded the prestigious _solid gold_ Mainecroft trophy for top rated prep school on the East Coast."

"'Solid gold'?" Ben scoffed. "Sounds pretentious, just like the rest of this school."

"He's got a point," Ruby agreed. "I mean, you just had to mention the trophy, not the solid gold part. That's just asking to be stolen."

Gwen glared at them both before turning on her heel and stomping away. Ruby gave Ben a disbelieving look. Ben shrugged in a 'what'd I tell ya?' kind of way.

"She is _worse_ than how you described her, holy crap!" Ruby whispered. "Who put salt in her milk?"

Ben blinked. "Weird insult, but accurate."

Next was the science lab, which got cut short when Ruby pointed out that all the equipment was out for the taking. "I wonder what we could mix together…Oooh, how about lithium and potassium with water?"

"Dunno what that does, but don't care! Sounds awesome!" Ben wondered excitedly. He and Ruby shared a quick high five.

Gwen quickly ushered them out of the lab before they caused an explosion. (Which they wouldn't, seriously, mixing lithium and potassium in water was an average school science lab. Gwen was just paranoid.)

The rest of the tour was as dull as the beginning, though Ruby did appreciate the great library as expected. Even Gwen had to smile at that, but not before fixing Ben with a snotty, "Guess you finally found a friend who's smarter than you."

"At least she's not a total snob like all your friends," Ben shot back. He left Gwen behind to join Ruby as she cooed over some of the crumbling books. A few minutes of that later, and Ben had to ask, "Why are you so excited about this library anyway? I mean, yeah, they're ancient and priceless or whatever, but they're bound to be boring."

"My sister used to read me bedtime stories from crumbling books like these," Ruby admitted, giving him a sheepish look. "She mainly read Grimm's fairy tales, but also Disney stuff and anything else she could get her hands on. She's not much of a reader herself, but because of her I can't live without books."

And Ben was forcibly reminded that Ruby had lost her mom years ago, but he had never even considered that she had been so young so as not to have her own mother read her in bed. Ben couldn't remember his own mother doing the same thing, but he knew it had happened. Just how much did Ruby miss out on that her own sister had to be a stand-in for?

Instead of apologizing, Ben just gave an awkward shrug of his shoulders and said, "Well, since this is rip off Hogwarts, I bet there's a forbidden section full of evil, magical textbooks."

Ruby snorted. "Or more like a regular section full of normal adult things that students aren't allowed to read."

"Would they really have something like that in a school full of kids?"

"Should Dumbledore have put the Philosopher's Stone in a school full of kids when he knew a genocidal maniac was after it?" Ruby countered hotly.

"...shit, you're right," Ben realized. "And there probably _is_ a forbidden section here, maybe on magic or aliens or whatever. A school as old as this has _got_ to have a few grimoires in its collection."

"Well come on, let's find it!" Ruby exclaimed, grabbing Ben's wrist and dragging him away (not that he particularly minded) only to bump into someone.

"Watch where you're going," the voice snapped. They had bumped into an older girl, who looked to be 16 or 17, or perhaps a little younger. She had platinum blond hair, light blue eyes, dark eyebrows and pale skin. Any other features were unimportant to speak of; her face was stunning, high cheekbones, a sharp, diamond-shaped face, an aristocratic nose, and soft pink lips. It was the only thing they could pay attention to.

"O-oh, sorry!" Ben blushed, trying to divert his eyes and failing miserably.

"Y-Yeah," Ruby's face was also red. "We just wanted to see if...this place had a forbidden section. You know, like in Hogwarts."

"Well, are you members of this academy? Do you have a library card? Are you 13 years of age or older?" The girl demanded.

"...no."

"Then get lost." The girl huffed, walking off.

Once the girl was out of earshot, Ben breathed out, "Oh my god she was so pretty!"

"Dude I know!" Ruby whispered back, eyes sparkly. "Someone like that needs to come with a warning. She was kind of mean, though…"

"Well, wouldn't you be if a couple of kids admitted to being up to no good?" Ben pointed out.

"Yeah, okay, good point."

The tour was cut short when Gwen had to help out with something- what was it, a fundraiser? Ben and Ruby didn't care enough to remember. Max decided to go with her, mainly to spend some time with his granddaughter. Ben and Ruby decided to rest a little bit by the gym area, lazily gazing out towards the courtyard.

"So, you think you could ever manage at a place like this?" Ruby asked.

"I dunno. In 4th grade, I managed to get Bs and high Cs because I put C for everything on the quizzes and tests. Think that strategy would work here?" Ben wondered.

"...did you do this on true or false quizzes too?"

He scoffed. "Course not. I'm not as dumb as Gwen thinks I am."

Ruby held up her hands in surrender. "Sorry dude, I was just curious. Didn't mean to strike a nerve."

Ben sighed and rubbed and his face. "Sorry, it's not you, it's Gwen. And this place, but _especially_ Gwen."

"Yeah, your cousin's a piece of work," Ruby said. "Why is that?"

Ben grimaced. "Her dad's a lawyer and her mom's a finance manager. Both take education seriously and expect their kids to do the same, which is why Gwen and her older brother were forced into programs and clubs that were education-coded. Everything was tough for them, but they were expected to excel, which both did. Gwen especially- like, Ken does great at school, but he's always enjoyed more artistic stuff, like music and drawing. Uncle Frank and Aunt Natalie are cool with it, but they still expect him to have a 'real' job so he doesn't end up a starving artist."

"That makes sense, I guess," Ruby mused. "I mean, the way you put it makes them sound mean, but the 'starving artist' thing is a stereotype for a reason."

"Last time I talked to him, Ken was planning on becoming an architect," Ben said. "It's mainly math stuff, but there's room for creativity, so, you know. Best of both worlds."

"Ken seems like a pretty cool guy." Ruby sent her friend a teasing smile. "But do your names _really_ rhyme?"

Ben rolled his eyes. "Unfortunately. Our folks were totally lazy in the naming department, they just won't admit it. And yes," he added with a smile, "Ken's a good guy. I mean, he still takes a lot seriously, but he knows when to just kick back and go with the flow, you know? He's nicer to be around than his sister."

Ruby screwed up her face. "Okay, so if Ken gets a five-star review, what's Gwen's deal?"

Ben frowned instinctively. "Well, Ken found an outlet outside of academics, but Gwen hasn't. It's like her whole identity is tied into being top of her class and future valedictorian. Like, it's great she takes school seriously, but she takes it up to eleven and gets so condescending when others won't do the same."

"As explained by the _solid gold_ Mainecroft trophy," Ruby muttered, making Ben smile.

"Plus, I think she's tied her identity over how smart she is?" Ben wondered out loud. "I mean, she always gets loads of praise whenever she does well in school, plus with all her extracurriculars and this summer school… I don't know. I think she likes lording her superiority because she and everyone else knows she's smart."

"Is that why she's always at your throat?" Ruby furrowed her brow. "Because she knows she's smarter than you and likes trying to ruin your self-confidence?"

Ben snorted. "I give as good as I get, trust me. And I may not care as much about school as she does, but that's because I don't wanna grow up so fast. Let Gwen burn herself out, I'd rather take my time and enjoy being a kid while I can."

Ruby nodded slowly, silently acknowledging the point. "At least your parents aren't stressing you out like Gwen's. They seem to actually give you some breathing room, unlike Frank and Natalie."

"They do," Ben said gratefully. "And I bring home mostly B's, they can't complain that much."

"What subjects gave you high C's, though?"

"English and math," Ben said. "Proper grammar is bullshit, and so is the way my teachers teach math."

Ruby snorted. "Oh geez, you sounded like my dad for a second there."

Ben raised an eyebrow, his smile amused. "Your dad swears around his kids?"

"Only when it's to drive a point home," Ruby explained. "My dad's a professor and believe me, he has _a lot_ of issues with the current education system. Like, _so many."_

"Can I meet him sometime? I got some complaints of my own," Ben said half-jokingly. At that, Ruby practically burst out laughing, tears forming in her eyes.

Her laughter was cut short when a loud crashing sound echoed in the next room over. Ben and Ruby ran to it to discover someone had stolen the numerous gold trophies that the academy liked to show off. (Damn snobs.)

"Told you they'd do that!" Ruby smiled, and did a little 'I was right' dance. "But seriously, we should do something."

"Yeah, yeah, on it!" Ben said, twisting the dial to the Omnitrix. He slapped down the faceplate, and suddenly, in green flash, there stood a few Echo Echo. "Gotta-split-up!" They crowed as they ran around the place.

"You know, if Gwen sees one of you guys, she's gonna kill you," Ruby noted.

"Not if she doesn't realize it's me!" One of the clones objected.

Ruby paused. "Well, Max is gonna kill you," she corrected herself.

"Oh, hush." One of the clones frowned, before it opened its mouth. Ruby stared in confusion, while the others watched. It looked like it was doing a sonic scream, except not? The clone closed its mouth, before running off. The clones followed, scurrying after the guy.

"H-hey! Where are you guys going?" Ruby yelled out, running after them.

"We've found the thief!" One of the clones explained.

Ruby screwed up her face in confusion. "Wait, what? How'd you do that?"

"Echolocation!" The clones all chimed in.

" _HOW?_ " Ruby yelled, even more baffled.

"Hey, I'm just as confused as you are," one of the clones shrugged. "I'm no science buff!"

The clones tracked the perpetrator down to the library. Ruby dreaded the thought of those little loud boys entering a place where mandatory quietness was enforced, and prayed they wouldn't find anything suspicious in here.

Sadly, they did. Just not in the library area.

The Echo Echos crowded around the girl's bathroom, each murmuring about who would go in. Ruby rolled her eyes as she parted the crowd like Moses with water and walked in. "Dude, it's just a bathroom."

"...but it's a girls bathroom." One of the clones interjected.

"Just shut up and get in here." Ruby huffed.

The clones all merged back together and walked into the bathroom. Ruby was opening the doors of the stalls, looking for the perpetrator.

"We lost her," Ben frowned as he reverted back to human. "Any idea where she might be?"

"Maybe…" Ruby motioned over to one of the toilets. Unlike the other ones, this one didn't have any water in it. "That's odd."

"Is it? Maybe they're just having water problems."

"At this place? Doubtful." Ruby said as she flushed the handle. Suddenly, the toilet moved to reveal a crumbling stone staircase that led underneath the school, the tunnel itself shrouded in darkness.

Ben folded his arms. "Man, this is the second time we've found something like this in a normal place."

"And while visiting family. Kinda redundant, isn't it?" Ruby joked as they descended into the darkness. They stuck close to the walls, making sure not to get lost. After a series of poorly navigating through the twists and turns of the cavernous tunnels, they finally found something.

It was dark circle of students of varying ages, all chanting and humming an ominous tune that sounded like a typical Gregorian chant. They were gathered around a bubbling cauldron, and occasionally threw things in; chemicals from the science lab, the solid gold trophy, and eventually, one girl offered her own blood into the brew, making it bubble even more. Green light shone out of the cauldron, lighting up the catacombs and revealing dripping stone archways and broken tiling on the ceiling. Ben couldn't make out the drawings, the eerie light rippling over the paint and hurting his eyes.

"Cultists!" Ruby whispered as she realized what she was seeing.

Ben blinked. "Like at Jonestown? Or Charles Manson's Family?"

"...how do you know this?" Ruby asked, more than a little horrified.

Ben shrugged. "Dad likes true crime and was watching a documentary about Charles Manson when he thought I was asleep. As for Jonestown… well, Wikipedia surfing is a thing."

"...huh." And with that, the two of them turned back to the growing crowd of cultists.

At some point, a girl stepped forward. She took off her hood to reveal her stunning face and beautiful blonde hair. "Hey, it's that hot girl we ran into earlier!" Ruby blushed.

"Should she still come with a warning?" Ben asked cheekily.

The blonde girl took a deep breath, and looked around the room. "Give me an update on the spell."

"Lady Michelle," one of the girls said, "The portal is almost open."

"I told you _not_ to call me Michelle when we're in here, Bethany!" Michelle frowned, stomping on over to her follower. "For the last time, my name is Morningstar!"

Ruby snickered. "What is this Warrior Cats nonsense?"

Bethany stepped away. "L-look, I'm sorry! Just a slip of the tongue! Really!"

"Slip of the tongue, huh?" Morningstar frowned, as she rolled up her sleeves. On her wrists were strange markings, small and indecipherable from Ben and Ruby's line of sight. The markings suddenly lit up, as Morningstar reached into Bethany's mouth-

 _And ripped out her tongue_.

It wiggled around on her palm, and she looked at it with disgust. Bethany screeched in horror behind her hands, blood leaking through her fingers. Ben and Ruby's eyes widened, watching the girl squirm and struggle.

"I could put this into the cauldron and speed up the spell," Morningstar began, "or, you could snivel and beg for my forgiveness."

Bethany immediately got on the floor and began kissing the ground around the sorceress, leaving bloody kiss prints near her feet. Michelle got down on one knee, and raised the girl's chin up and put her tongue back where it belonged, her markings glowing once more. " _ **Do not cross me again."**_

"I think I'm gonna be sick," Ben whispered.

Ruby just whimpered.

"The time of God is over," Morningstar continued, as she walked around the circle, "If God really wanted us, he would have recognized that humans are particularly insignificant in the larger plans of intergalactic existence. We are just a small species, projecting their own mental idolatries onto the vast cosmos. Nothing imagined will return to us," she gave a dramatic flick of her cloak, "but we can summon our very desires should this cauldron summon our Old God."

"HAIL CTHULHU!" The circle chanted, as the liquid in the cauldron turned a toxic purple color.

"...who the hell is Cthulhu?" Ben was just convinced this was a crazy fever dream now.

"God if he was a squid." Ruby said, eyes laser focused on the crowd before her.

"Wait, really? Can I join this religion?"

Ruby elbowed him in the stomach and ignored his muffled, "Ow!"

Michelle's head snapped over to the shadows. "It appears we have some uninvited guests." She frowned, then walked on over to where Ben and Ruby were hiding. Ben gasped and slapped down the Omnitrix. He immediately morphed into Heatblast and sent a fireball at Michelle's face. She caught it and held it in the palm of her hand, totally unfazed. Ben's jaw dropped as she crushed the fire, smoke spilling out of her closed fist.

"Baby magic," she scowled. "A polymorph such as yourself is quite low leveled."

"Hey, I'll have you know I'm a Level 56 Rogue in my Dungeons and Dragons campaign!" Ben defended himself. "That's _so_ high leveled!" He then fired a barrage around the room, his fireballs ricocheting off the stone walls of the catacombs and setting the girls cloaks ablaze. The cultists screeched as they ditched their robes and ran out of the place.

"COWARDS!" Michelle cursed, her hands glowing bright yellow. "YOU PEONS WILL BE PREDESTINED TO THE MINES IN HIS WORLD!" She clenched her hands, and suddenly, yellow gauntlets formed around her fists.

"NO ONE EXPECTS THE SPANISH INQUISITION!" Heatblast yelled as he began shooting flames from his hands. Michelle simply held out her hand, and suddenly, all the flames in the room were absorbed into her gauntlet. The runes on her arms suddenly started glowing a more dangerous shade of orange as her weapons increased in size.

"I can cannibalize energy and use it to aid me in combat," Michelle gloated. "Not to brag or anything, but you're fucked."

And Michelle confirmed her statement by suddenly rushing Heatblast with a flurry of painful punches. Ben could feel it crack his dermal armor as he weakly tried to defend himself, his flames sputtering out with each hit. She cackled as Ben hit his back against the wall. His entire body felt like it was going to give out, right then and there. Michelle's giant gauntlet suddenly covered his face, crushing his skull.

"Let's see how durable you are after I take all your energy!" Michelle laughed as cracks like streams of blood broke out of Heatblast's head. Suddenly her laughter turned into screams of pain; Ruby had dumped the steaming caldron on Michelle's head. She stumbled around the room, struggling to get the pot off of her. And judging from her continuous banshee screeches, the liquid was burning her terribly.

"You ok?" Ruby asked, looking at Ben. He nodded weakly, the flame on his head slowly returning and the cracks on his skull diminishing.

"I should be," Ben rasped, his head aching. "No thanks to the wicked bitch of the west. What did you do?"

"Eh, just dumped her stupid potion on her head," Ruby shrugged. "Typical fairy tale stuff."

"You sure? You don't often see that in cartoons," Ben replied.

"Yang always read the Brothers Grimm version," Ruby smiled. Michelle suddenly fell over onto the stone floor, the caldron breaking upon impact. She laid sprawled over the ground, defeated. Her skin was red but not that badly burnt.

"Welp, she didn't melt." Ben frowned as he reverted. "I've kinda wanted to see a person melt. Is that weird?"

"Not really? Horror movies help fill that void," Ruby replied.

Speaking of horror movies, Michelle's body suddenly shot up, and she glared hatefully at the two. Her eyes were bloodshot, her mouth agape. As if it couldn't get more creepy, _her head did a full rotation around her neck._

"Beware," She croaked, "beware the coming threat, the threat from the stars. Beware, the threat from the dawn of shadows. Do not go gentle into that good night. _Do not go gentle into that good night._ _ **Do not go gentle into that good night…**_ "

Ben blinked. "Ok," he said, his tolerance for weird, creepy shit officially gone. And then the two left Michelle on the floor, her ravings sputtering out as unconsciousness claimed her.

In the end, the trip could've been worse. Granted Ben and Ruby were pretty much numb for the rest of the day, no longer capable of caring what Bancroft could throw at them, but they had confirmation that magic was real, so, you know. Silver lining.

As they said their goodbyes, Gwen gave her grandfather a big hug. She turned to Ruby and gave a polite handshake and smile (which Ruby returned, her father didn't raise a savage).

As for Ben?

"Try not to lose this one," Gwen sneered at him when Max and Ruby weren't paying attention. "You don't want to drive away one of the few people who still tolerate you."

Ben raised an unimpressed eyebrow. "Pot, meet kettle."

As the Rustbucket drove away from Bancroft, Ruby lifted a can of soda. "Goodbye, Bancroft Academy! You were a tougher stain to clean than I thought!"

"I'll drink to that weird metaphor," Ben said as he took a sip of his own soda. Max just sighed from the driver's seat.

As they crossed over the wooden bridge, Ben asked, "So, where to next, Grandpa?"

Max grinned. "Mount Rushmore."


	9. Secrets, Part 1

Update: Secrets, Part 2 will be the last chapter for a while, somethings came up and I have to tend to them. Special thanks to the Gemstones team for everything.

* * *

Being caught in traffic was annoying, but the source for the traffic was _terrifying_. Plowing through the traffic was a shiny steampunk giraffe, operated by some punk named Steam Smythe. Steam Smythe was a redhead who wore a steampunk outfit with gears all over him. His head was well set on his shoulders, and his black eyes looked around with cold assurance. He was tall, had a large forehead, straight nose, and well tempered hands. The man was a force to be reckoned with.

Too bad he was essentially the baby boomer's baby boomer.

"The world of technology confounds me! I remember when STEAM was all the rage!" He complained loudly. "I WANT TO GO BACK TO THE GOOD OL' DAYS!"

"That's what every old geezer says whenever they want to complain about youth today," Ben muttered under his breath. He twisted the Omnitrix dial, trying to find Astrodactyl's icon. He passed Diamondhead, Ghostfreak, Water Hazard, some alien he'd never been, XL-

Ben paused for a second. Wait, what?

He twisted the dial back, and looked curiously at the new icon. "What's this?"

Ruby peered over his shoulder. "Haven't seen him before."

Ben shrugged. "I dunno, but he looks cool! Maybe he can stop the robot!"

"Hold up. You don't know what this alien can do, but you want to use him anyway?" Ruby raised an eyebrow. "That doesn't seem very smart."

"Hey, I adapt quickly! Besides, don't you want to see what he can do too?"

Ruby thought for a second. "...Okay, kinda." She smirked. "Go for it."

Ben slapped down the faceplate: his body began to stretch and grow, his child-like stature becoming more and more hulking, becoming a broad-shouldered alien covered in natural, yellow armor plating on his back, shoulders, and the backs of his arms. He was mostly white, with black on his upper half. He had four claws on both of his hands. The Omnitrix appeared on his forehead.

Ruby was suddenly squished in the RV thanks to Ben's new form. "Can't...breathe!"

"Sorry!" Ben apologized as he awkwardly waddled out of RV and into the open. His voice was deep and baritone. Ignoring the screams of innocent civilians, he cracked his fingers and took a deep breath. "Let's see what this alien can do. It's hero time!"

And then Ben stared at the steam-powered giraffe. _Menacingly._

"What are you doing?!" Ruby yelled from the RV.

"Heat vision!" Ben yelled back. "Maybe this guy has it!" Ben stared for a few more seconds before sighing. "Well, that was a strain on my eyes. Let's try freezing breath!" The robot leg stomped near him, and he just sharply inhaled...and let loose nothing. Ben smiled sheepishly as the giraffe knocked him across the road and right into a ditch.

Ruby tugged on Max's shirt. "Should I?"

Max sighed. "Just this once. Don't let him see you." Ruby grinned as she rushed off to grab her weapon.

In the ditch, Ben struggled to even get up. The robot stomped closer and closer to him.

"Such a pity that the age of steel has once again failed the present day," Smythe reflected, as he shoveled some more coal into the robot's furnace. "But then again, another reason for more manifes-what the hell are you doing?"

Ben was making circular motions with his hands. "Seeing if have magnetism. Why?"

"...Okay, I'm done here." Steam Smythe's giraffe suddenly thrusted it's head downwards, and Ben curled up in the fetal position. The metal head clanged painfully as it collided with the hard shell of Ben's new alien.

"Alright! I can do something!" Ben cheered from his shell, his voice muffled. "Now, how do I get out of this?"

"Heroic indeed," a familiar voice deadpanned from afar.

Smythe grinned as he ordered his giraffe to smash into Ben once more as something began shooting at the machine, putting slight dents into the metal. Smythe's head swung around, noting nothing of suspicion. He resumed his attack, but again, bullets. They came from a different side that time. Smythe grit his teeth and did another quick study. He noticed something red in the distance; lingering red confetti? The mechanical demon stepped away from the curled up ball.

"What trickery is this?" He said out loud, as he walked on over. "More new-fangled technology?" Suddenly something sped between the legs of his giraffe, causing it to shake a bit.

"What on Earth was-" Steam Smythe never finished his sentence. Something pierced his machine's neck - a curved blade, a strong one too. The head fell off with ease. Smythe gasped as he cradled the decapitated head of his giraffe. And then the legs went, falling to the ground like cut timber. And the other half of his machine's torso, separated into pieces. All that carnage within seconds. He found himself on the ground, surrounded by the pieces of his beloved machine.

Smythe scowled as he stood up, glaring around the place. "WHO DID THIS?"

Smythe was greeted with a flash of red and then pain, searing his body. Blunt metal had hit his torso, and he was suddenly thankful that it wasn't the silvery curved blade that he had seen take apart his robot.

Ben reverted back to human not long after. He struggled to climb his way out of the ditch, and saw the remains of the steam powered giraffe. He blinked before turning his head to see the knocked out Smythe, his clothing cut to shreds and the beginnings of a horrid bruise on his chest.

"Well, that's what he gets for using ancient tech, I guess," Ben said, already dismissing the villain. He walked back to the RV and eased into the soft leather of its built-in seats. Ruby sat innocently in her usual seat, her nose buried in one of the books she had brought for the summer.

"I think we're gonna need some practice with that guy." Ruby yawned, eyes on her newest page.

Ben sighed as he relaxed in the RV, his shoulders slumping with exhaustion. "Didn't know I could go more than 10 aliens. Too bad that new guy was useless."

"And with one more, who knows how many more aliens there could be in that thing?" Max commented. "I thought that species was extinct…" he trailed off quietly, eyes narrowing.

"What did you say?" Ben perked up, a little confused. "Thought I heard you say something else."

"What? No." Max then returned his gaze to the road and focused on his thoughts.

Ben was carefully focused on the news on screen. Normally, any kid Ben's age would not care what the reporter had to say, but today? Something _weird_ was going on.

"Reports say a 'giant raven' has been flying around the Keystone area. All residents should keep a close eye on the skies," the reporter said over the sounds of the RV's engine running.

"Woah, you guys hear that?" Ben asked the other two passengers. Ruby fidgeted a little in her seat as the newscaster continued to speculate about the so-called 'giant raven'.

"Uh, yeah," she said with a slight quaver, "Interesting, but probably a hoax or something!"

"Really? A hoax?" Ben asked, raising an eyebrow.

"Well, you know! It could just be a prank!" Ruby brushed off the idea.

"You don't sound very convincing, Scully," he teased, but he let the subject drop anyway, and returned his eyes to the TV. Ruby nervously looked back at Max. He seemed tense, unreasonably so.

The other sides of Mount Rushmore were impressive to look at, but that wasn't what people truly wanted to see. The southeastern face of Mount Rushmore, however, had four gigantic carved sculptures depicting the faces of great U.S. Presidents; George Washington, Thomas Jefferson, Abraham Lincoln and Theodore Roosevelt. Of course, no one really knows what Jefferson and Roosevelt did (I mean, when you end a war and stop slavery, you're kinda overlooked), but it was impressive to look at.

Ben stared curiously at the sculpture before slowly reaching for the Omnitrix. Ruby grabbed his shirt collar and gave Ben a grave look. "Whatever you do, _**do not anger President Rushmore."**_

Ben nodded solemnly, the expression utterly foreign on his face.

Max just looked at the two of them and sighed heavily. "You stay here. I'm going to go look at-" Max scrambled for what to say. "The gift shop! Yes, the gift shop." And then he speedily walked away.

"Okay. We'll be admiring the presidents." Ben raised an eyebrow in serious suspicion. Grandpa Max was being weird again, but he couldn't comment as the older man disappeared from view. "Seriously, he's hiding something from us."

Ruby shrugged boredly. "We all have secrets, Ben. Sometimes we don't like to talk about them. I mean, would you tell everyone about your watch?"

"Okay, you have a point. But still! Grandpa's doing a terrible job of hiding the fact that he has secrets, and honestly? I wanna know what's up. You game?"

Ruby shook her head, which surprised Ben. "Sorry dude. I'm just gonna admire Rushmore for a little longer. Maybe check out Yellowstone? I dunno."

"You're acting weird today, Ruby." Ben noted.

"I'm just really not in the mood to cause trouble, I guess."

"What, afraid that weird bird is gonna snatch you up if you're bad?" Ben joked.

Ruby huffed, and grit her teeth. "Please, _do not_ joke about that." Ben started, utterly confused. He'd never encountered an upset Ruby before, especially when all the vitriol was aimed at him.

Ben frowned. "Well, your loss. If it's something cool, you're gonna miss out on it." Ben then went behind a sign and transformed into Ghostfreak. He phased his ghostly head through the sign and asked Ruby once more, "You sure you don't want to come?"

"I'm good, dude," she said. "Besides, Ghostfreak's voice sounds like pure nightmares."

"Yeah, kinda. But I can change that!" Ben cleared his haunting throat. " _Come with me, and you'll see-_ "

"GET OUT OF HERE!" Ruby sounded even more frustrated that before.

"Ok, going, going!" Ben turned invisible before flying after Grandpa. His mind was so focused on Grandpa right now, he felt he could be missing something. It was obvious, but he didn't care to acknowledge it.

Like that Ruby was also hiding something as well.

She pulled out a walkie talkie and activated it. "Uh, Mr. Tennyson? Ben's following you now."

Max sighed through the other line. "Well, he was going to find out anyways. Follow him, ok? And keep him out of trouble."

Ruby huffed, as she silently followed Ben into the forest.

 _Ruby didn't mean to cause trouble. Honest. She saw that someone was getting mugged, and so she acted._

 _By throwing the mugger through the goddamn window._

 _Really, that was the only logical solution._

 _It wasn't that big a deal, she thought, watching the man get handled by authorities. She was only doing the right thing._

 _Ruby blinked as she processed the words. "Wait, you're sending me away for the summer?"_

 _Tiayang nervously scratched his neck. "Kind of. It's a complicated situation. With your sister having some issues with her semblance…" He motioned to a giant gaping hole in the wall, caused by Ruby's victory in Wii Sports. "I think I might have to devote a lot of time towards her this summer. Plus, I don't want you feeling left out of the camp activities, especially since you're too young to attend. Not to mention, your little stunt at the store downtown…" Her father side-eyed her at that._

 _Ruby blushed and coughed._

" _Ah, don't worry kiddo," Tiayang joked as he ruffled Ruby's hair. "I did worse when I was your age."_

" _So you're gonna leave me with Uncle Qrow?" Ruby asked eagerly._

" _NO."_

" _Aw."_

" _You're gonna be traveling with an older buddy of mine. I think his grandson is going along too," Tiayang explained as he did a quick measurement of the hole. "He's a nice guy. He and I worked on some missions together."_

 _Ruby paused for a moment. "Did Mom know him?" Ruby questioned._

 _Tiayang went quiet. Ruby quietly drew her answer from there._

" _All summer?" Yang frowned, watching her sister pack her bag. "You know if you're not within my vision for 24 or more hours, I'll just shrivel up and die!"_

" _It's not that bad, Yang! I promise I'll text you everyday, and I'll get some souvenirs for you." Ruby smiled. "Seriously, I don't need you to baby me. I don't want to be the bee's knees, okay? I don't want to be any kind of knees! I just want to be a normal girl with normal knees."_

" _What's with you? Aren't you excited?" Yang questioned. "You're gonna be traveling across the country! That's a pretty big deal!"_

" _It's with some stranger! I feel like I really shouldn't be there." Ruby admitted, "It's kinda like being a stranger in a house? And you don't understand the shower area?"_

" _Just look at it this way," Yang said, putting a hand on her sister's shoulder, "it's like going on an adventure with a random group of people. Like Lord of the Rings!"_

" _I guess…"_

" _Hey, don't worry," Yang smiled. "I'm sure you won't even have to use your powers for anything too drastic. It'll just be a nice, normal summer for you."_

 _Ruby kept repeating that last line in her head a few times. Normal wasn't the first thing she would've thought of, to be honest._

As Ben quietly snuck through the forest, he watched Max creep through a series of trees. "Where is he going?" Ben said to himself quietly. The mystery kept deepening with every moment, and Ben was even more curious for the answer now. He snaked his way through the trees, carefully hiding in the shadows.

Suddenly something flew above him. Both Max and Ghostfreak looked up (in Ghostfreak's case, his eye traveled the tract to atop his head), confused. While Max continued on his way, Ben felt alarmed and stayed behind. Even in this form, which killed a person (was Zombozo dead? He was pretty sure), he was chilled down to his ectoplasmic core.

Something swooped down from the sky and landed heavily on the ground. It was an avian creature, and it was mutated beyond words. Not in an Animo way, his work was sloppy; this mutation looked sleek and natural. The avian had a mask-like white bony structure over-laying the upper front of its head, four glowing red eyes, two on each side of its head and a headpiece that resembled a dorsal spine or fin, reminiscent of that on the heads of condors and some prehistoric pterosaurs.

In its talons, it held _a body_. An actual, honest to God corpse of a human. It looked to be an older gentleman, around Grandpa's age.

Ben didn't understand why- he had faced down slime freaks, killer clowns, and just recently, a robot giraffe. But something about this- this _monster_ made fear claw inside him, and it was all he could do to force down a scream. He was _scared._

Ben suddenly heard the Omnitrix begin to time out, and he freaked out. He swooped low into the trees and hid in behind the trunk of a big oak. He breathed heavily while the beast loudly snacked on the corpse. Ben could hear bones crunching and the squishy sound of flesh being torn apart. _What the fuck is that thing?!_

Ben nearly screamed when someone grabbed his arm. Ruby was suddenly at his side, and she looked braver than usual. There was no fear in her odd silver eyes.

"Where'd you come from?!" Ben angrily whispered.

"Shhh! Do you want that killer birdy to find us?" Ruby frowned, covering Ben's mouth. Ruby looked up, noticing the the bird was looking at the trees. She sighed, before she reached into her pocket and pulled out what looked like a pen.

"What are you gonna do, draw on them?" Ben quipped. Ruby just gave him a huge smirk and clicked the pen a few times, finally getting it to beep. She threw it up and a bright, blinding light shined above them. Ruby picked up Ben with minimal difficulty, and in a flash of rose petals, the two were rushing through the forest.

"W- _what the fuck?_ " Ben's mind was pretty much just exploding at this point.

"You're not the only one with powers!" Ruby smiled, quickly navigating through the trees.

"I got that, but _why didn't you tell me?!"_ Ben cried out, more than a little betrayed.

"Well, my life is super complicated, it's more-!" Ruby was cut off by a tree collapsing right in front of her. Ruby veered a sharp right before skidding to a stop right by a glen, and was suddenly met with Grandpa Max, holding a futuristic weapon that was far beyond Earth's technology.

"Alright, I got Ben," Ruby announced. "And really, I think that weapon is still not enough."

"Grandpa?" Ben asked, staring at Max's weapon. "What's going on?"

Max was holding a giant blaster, and two ammunition belts tied around his waist. He looked angry and determined, Ruby noted. There was even a different, more assured aura to him.

"Guess I have some explaining to do after this," Max chuckled as he revved up his weapon. "Just get ready! _They're coming."_ He looked over, expecting to see Ben gearing up for battle.

Ben was just glaring at his grandfather. And the result was an absolutely chilling stare that even had Grandpa Max fearing his grandson, just a little bit. Ben was hurt from betrayal and the burning behind his eyes only added to his feelings of indignation, especially when he saw Ruby and Max exchange knowing looks.

"I want an explanation," Ben demanded. "No more secrets, no more running, just give it to me straight."

Max sighed, before taking deep breath. "As you know, I was a plumber back in the day. I just didn't specify what kind of plumber."

Ben blinked, what a great start. "You lost me."

"He means that there's more than one kind of plumber," Ruby said, her eyes drooping. She suddenly looked exhausted and somehow even smaller than usual. "There's the extraterrestrial kind too."

Ben gave his grandfather the most incredulous look. "You fix space toilets?! Of all things!" Ruby groaned and just stared at Max until he took over.

"The Plumbers are an organization that dates back to the 1700s; essentially, we took down alien criminals and fought in galaxy wide wars. I joined sometime before your father was born."

"So, are you a plumber too?" Ben asked Ruby.

"I didn't really know about Max being a Plumber still," Ruby admitted, her voice tiny. "I knew he and my dad were old friends, but as far as I knew he was retired. And honestly? I didn't even know about the whole aliens-being-real thing until this summer started. I thought Max was like my dad, to be honest."

Ben arched an eyebrow. "What do you mean?"

"My dad… isn't a Plumber. He's a Huntsman. And I don't mean he hunts animals, he hunts the Creatures of Grimm," Ruby said quickly.

Ben looked like he'd been hit twice in the head with a sledgehammer. "Creatures of… what?"

"Grimm," Ruby said. "I'm not surprised you've never heard of them, no one's supposed to."

"What do you mean? What are they?" Ben asked, curious despite himself.

"They're… they're _monsters_ , Ben." Ruby swallowed, and her hand trembled slightly as she pushed away some hair from her face. "They're a ravenous, destructive force and mankind's greatest enemy. No one knows where they came from, but we do know that they will stop at nothing to kill all of humanity and its creations. They don't feed on animals- the Grimm only kill them for territory- but for some reason they _always_ target humans. They're attracted to negative emotions like fear, anger, despair, panic. It's why the majority of Earth's population doesn't know about them, if they did it'd cause mass chaos."

Silence filled the air as Ben took all that in.

"... And that's not even the worst bit," Ruby said with a bitter smile. "The Grimm aren't obligated to eat humans for sustenance. They just kill us for sport. That's why the Huntsmen were created; they're basically superpowered humans capable of fighting these monsters. And we have to keep it a secret because there's no guarantee we can survive- if just one or two people panic, it can lead more Grimm to us. It's been pounded into our heads to keep all this a secret because secrecy means safety."

And Ben felt his hair stand on all ends. "...I can see why you guys hid this from me." The deadly screech of the Nevermore suddenly broke the silence. "And we need to get somewhere safe _now."_

Max beamed. "Luckily, I was just somewhere safe. Rushmore's actually a secret base for Plumbers."

"... Okay, as cool as that _is_ , how do we get in?"

Max nodded, his smile dimming. "I know a way." Max pressed a button on the RV key fob, and suddenly it came speeding at them from wherever it was previously parked.

"No more shocking reveals today, please," Ben sighed, as he got into the RV.

"No promises." Max smirked, as he revved up the engine.

After stealthily using the RV and driving down an underground passage, they parked the machine inside one of Rushmore's secret parking spots.

"While we appreciate the groundwork Gutzon Borglum did, we had to make some modifications to the place," Max commented. Suddenly the ground below them began to descend further and further into the earth, until they were in some kind of loading bay. Wide eyed and intrigued, Ben studied the room; it looked like something out of Men in Black, or some other sleek, futuristic sci-fi film. Aliens and humans, working together! They all wore these strange uniforms that looked like astronauts, minus the helmet. There were alien spaceships, too! (And none of those cheesy, UFO-looking things either.)

As soon as Max's dinky little Rustbucket descended, the room went quiet. Max ever so casually parked it right next to the biggest ship and got out. People began lining up and saluting him, giving the kids the impression that Max was a _lot_ more important than he made himself out to be.

Ben and Ruby shot each other a confused glance as they followed him to some control room. It had a very _Star Trek_ feel to it, all shiny and classically futuristic. There were some people and aliens working at computers, talking frequently about the Nevermore.

"What is this place?" Ruby asked in wonderment.

"This is Mt. Rushmore's defensive base," Max explained as he looked over at someone's screen. "I've made great strides to keep this thing up on the best tech in the galaxy."

"Wait, Grandpa, are...are you, like, the leader of Mt. Rushmore?" Ben stuttered out in shock.

"The proper term is Magister, actually," Max smiled, "But yes."

"Did you know about the Nevermore attack?" Ruby asked as Max typed something into a computer system. "Or was it just a big coincidence?"

"Half and half," Max confessed. "I felt I could investigate it by myself and then report back to someone. Didn't really expect you kids to get involved." He reached for a microphone to his side. "Attention all operatives: prepare for combat, code Grimm."

Max pressed a button, and suddenly, some electric humming was heard throughout the base. "There. That should keep it contained for a good hour."

Someone cleared their voice. "Um, about that?" Ben looked around, before his eyes drifted over to a small grey frog on a desk. Or, at least it looked like a frog. He was fat and large and wore a Plumber Suit. He had large green eyes and grey skin and what looked like a sheepish expression on his face. "There was an issue…"

"What do you mean, Driba?" Max questioned. The look on his face said that this was a common enough occurrence, and he was already dreading the answer.

"Welllll, we had a power balancing issue when we were charging the weaponry, so we had to sacrifice some shield power. Shields only gonna last for about twenty minutes." The thing explained. "Thirty at best."

"I felt like I should've heard about this," Max said, crossing his arms. "After all, Tech Support is supposed to have reported to me on a normal, weekly basis. I haven't gotten a single report."

"Okay, so it maybe a me problem, but, we'll b-" The frog stopped as his eyes finally drifted over to Ben's wrist. His jaw dropped and began babbling incomprehensibly. "T-that's...that! Oh my Azmuth, _what?!"_

Ben raised an eyebrow. "What's his deal?"

"Galvans see the Omnitrix as a testament of all technology," Max explained. "Truth be told, they aren't even sure if it was made by their own hands or someone else's."

"Wait, you mean this janky old watch is the end-all be-all for science everywhere?" Ben scoffed, holding up his wrist and gesturing to the device strapped on it. "This thing gives me the wrong alien half the time! And it's so bulky and inefficient!"

" _Blasphemy! Slander!"_ Driba shouted, waving his little arms. " _How dare you speak ill of one of Azmuth's greatest creations?!"_

"With ease and experience!" Ben shouted back angrily.

Driba looked like he was going to have an apoplectic fit, but Ruby intervened just in time. "So, is Azmuth like your God?"

Driba calmed down, giving the girl a little smile. "He might as well be!" he crowed, puffing out his chest. "He's the smartest of all Galvans and every life form in three galaxies, arguably five, there's no confirmation; but just about everyone thinks he created the Omnitrix!"

"Why _can't_ you confirm it?"

"Well, no one's seen him in years," Driba admitted. "He's always been a recluse, like all geniuses are, but for the past decade or so no one seen or heard from him."

"So how do you know he's still alive?" Ben asked, raising an eyebrow.

"Galvans are long-lived," Driba said dismissively, "And if he had died, we would have known about it."

"Sure you would have," Ben muttered under his breath. "Now, enough about this old frog, what about this 'Nevermore' thing circling a beloved national monument?"

"Well, we do have a Huntress present." Ruby hesitantly raises her hand, only to meekly return it to her side under the Magister's glare.

"No. Boarbatusks definitely, and maybe the occasional Ursa or Beowolf, but nothing as dangerous as a Nevermore," Max told her sternly.

Ben nodded, pretending like he understood what those were. "Alright, so, is a Nevermore essentially a birdy Godzilla?"

"Well, we have actual Godzillas, but yeah, we could consider a Nevermore one of those." Ruby shrugged.

"We'll take care of the monster. You two stay out of trouble." Max ordered as he got up. "Driba, I expect you to watch over these two."

"Fine, fine, use me as your babysitter," Driba muttered under his breath. The second he was out of the room, Driba jumped on Ben's shoulder. "May I see it?"

"Um, sure?" Ben shrugged. He awkwardly put his hand on the table, and Driba began examining it like an exuberant fan boy, fawning over the design and taking selfies with it. "I am _so_ sending that to Blukic!"

Ben rolled his eyes and turned back to Ruby. "So, I've been meaning to ask. What was up with that super speed?"

"Oh," Ruby beamed, "that was my semblance!"

"Semblance?"

"A semblance is the manifestation of one's innate and personal power. It's an ability unique to each individual, with the effects varying greatly from user to user. So, it's kinda like superpowers. It's fueled by Aura."

Ben felt like his brain was being overloaded. "Aura?"

"Aura is an ability that all those with a soul can use, at least with enough practice. The weapons and armor Hunters and Huntresses use can act as a conduit for Aura, allowing for an even wider range of offensive and defensive capabilities. I think that's why your grandpa doesn't want me going out there, cause, well, I'm still young, and I honestly don't think I could hold my own against the thing."

"So, wait," Ben paused, "Is there a chance I could use a semblance?"

"Absolutely." Ruby shrugged, "Though, I can't give you one."

"Aw."

"If you two are done," Driba interrupted, repeatedly tapping Ben on the arm, "do you think you could show me a quick transformation?"

"...seriously?" Ben rolled his eyes, "Fine, go for it. Heck, you can choose, buddy." His voice was dripping with sarcasm. Driba cracked his fingers and started to twist the dial like crazy, stopping at the new guy Ben had just unlocked.

"An Arburian Pelarota? I've never seen one in person," Driba said to himself.

"Ugh, this guy? Tried using him earlier. That was embarrassing." Ben frowned at the memory.

"He literally went into the fetal position!" Ruby added teasingly. "I had to step in to take care of- what was his name again? Steamboat Willy or something?"

"wait, what?"

"Hush! Let me have my moment!" Driba smiled as he slapped down the faceplate. Ben's body, however, did not turn into a bulky behemoth; rather, it was set on fire, and rocks formed around his body. Driba's elation turned to disappointment. "Oh."

"Yeah. See? Wrong alien." Ben sighed, folding his arms.

"Well, maybe if I just…" Driba carefully eyed the Omnitrix faceplate and jumped on it. He slapped it down ever so carefully, shifting Ben into Echo Echo.

"What did you do?" Ben asked, staring at his hands in amazement.

"Just tried something out, that's all." He slapped down the the faceplate again, turning Ben into Eatle.

Ruby blinked. "Wait, so you're saying he could do this the entire time?"

Blukic slapped it again, turning Ben into Water Hazard. "What, you never knew? Your human intelligence is holding you back then, kid."

"Wait, how badly does this kill the battery?" Ben asked, alarmed. Driba was about to answer when the Omnitrix rapidly flashed red. Ben was suddenly human again, and glaring at Driba. "You know, for the tech support guy, you break more stuff more than you actually fix."

"I'm never gonna let this guy anywhere near my weapon." Ruby added, a hint of spite in her tone.

"N-no, no! I can fix this! I have something that could speed up the recharge time!" Driba suddenly ran off. "You two! Stay there! I'll be right back!"

Ben groaned as he disappeared from view. "I can't stand that dude! How does he still have his job?"

"I'm sorry," Ruby suddenly blurted out.

Ben started. "Huh?"

Ruby turned her watery eyes to him. "I really am sorry for keeping this huntress from you, I just… it never occured to me that I could let someone in. And I really didn't know about the alien thing until the beginning of this summer. I knew the Huntsmen worked with Plumbers to get rid of supernatural threats, but I thought it was more Grimm, not aliens. It wasn't until I saw Heatblast for the first time that I put two and two together."

"But, everything else. Everything else about you is…"

"It's all true, Ben. I don't usually lie about personal stuff."

Ben had to smile at that. Ruby had always worn her heart on her sleeve, and while it was hard to wrap his mind about all this Grimm stuff, he could at least be sure that what Ruby said about her life was true. He gently knocked his shoulder into hers and gave her a gentle smile.

"I think I get it," he told her softly. "You'll have to explain more about this later, but… I believe you."

For a second Ruby looked like she was about to cry, but then she broke out into a beatific smile and Ben had to stop himself from smiling too wide.

And then they heard the telltale cry of the Nevermore, the sound echoing from the outside.

"...so, are we gonna do something about that?"

"Probably."

"Think you can handle that thing?"

"Considering the fact that, this summer alone, I've stopped an alien invasion, dumped a witch's caldron her stupid face and survived a meeting with Gwen, I think I can handle myself." Ruby grinned.

"Then what are we waiting for?" Ben smiled, as the two ran out of the control room.


	10. Secrets, Part 2

Thank you for supporting Gemstones this far! I'll be going on break for a few months. I will, however, being a Q&A next week. Send in your questions via reviews!

* * *

It was times like this that made Ben wonder, 'what would the Doctor do?'

"Fuck around with the people trapped in that episode's hellish situation, accidentally get a couple of them killed, save the day with cleverness and a sonic screwdriver, and then feel guilty about the incident for years while covering it up with snark and funny jokes," Ruby deadpanned as they power-walked into the armory. Weapons of different cultures and species lined the walls. _Upgrade would have a field day,_ Ben thought.

He then blinked. "Wait, I said that out loud?"

"Yeah, you do that sometimes," Ruby answered as she snagged a couple of Dust cartridges. "Now, is this going to work with my weapon or not?"

"What kind of- what do you call it, Dust? What kind of Dust do you normally work with?" Ben asked, eyeing the multicolored cartridges dubiously. The Dust itself was in powdered form and sparkly, while there were a few shiny crystals laying about, no doubt about to be grinded down for weaponry. (But Ben wanted to know why such a powerful element was called _Dust_ of all things. Couldn't they have come up with something cooler?)

"It's normally fire Dust mixed with gunpowder," Ruby mused as she perused the extensive selection. "Normal bullets don't necessarily work on Grimm- I mean, they could if you hit the mask, but you'd have to waste an entire barrel just to kill one Grimm, it's just inefficient. But mix Dust with gunpowder and you have a more economic weapon that's ten times more powerful than its predecessor."

"So, you only use Dust to kill Grimm?" Ben asked, brow furrowed. He looked over the funnels that held all that colorful powder and took a look at the labels- fire, ice, lightning, even gravity. It sounded unbelievably amazing, but also a waste.

Ruby hummed in thought. "We _do_ use Dust to power buildings and airships and other things Hunters need, but it's mainly as a backup. We still have to use normal Earth resources because going off grid would look suspicious in the long run, and I know the Plumbers have their own alien energy supply that the Hunters occasionally use. Dust is a finite resource as far as we know, so it's better to save it for the Grimm. Think peak oil."

Ben nodded slowly in agreement. "Makes sense. Can I use gravity Dust on a Grimm? That sounds cool."

Ruby frowned. "No, gravity dust is by far the most expensive and rarest, so don't even think about it. Believe me, I had _my_ dreams crushed about that vision years ago."

"Aw."

"I'm gonna go grab my weapon from the Rustbucket. Wait for me by the exit." Ruby said as she rushed out of the room, leaving behind falling rose petals in her wake.

Ben nervously stepped out of the base. He gazed upon the forest; he could hear low, deep guttural noises that made him shudder violently. It reminded Ben of that hallway that led to Zombozo's lair, giving him that familiar claustrophobic feeling. He looked up at the open sky and tried to steady his breathing, only calming down when Ruby put a hand on his shoulder.

"Take a deep breath, Ben," Ruby cautioned. "They can sense your negative emotions."

Ben frowned. "How's that supposed to make me feel any better?"

"Dunno, that's what my dad tells me to do. But honestly? I think you should just dial up an alien so we can kick their asses. That'll make you feel better." Ruby held up a black suitcase. "I'll set up my weapon."

Ben twisted the dial to the Omnitrix, slowly going through his selection, but he got distracted by a cheerful-sounding mechanical whirring. He looked up to see the black suitcase open and on the ground, and Ruby wielding an a sleek red and black mechanical scythe that was twice her size and looked just as heavy. The blade was wickedly sharp and glinted in the sunlight, and somehow it meshed well with all the mechanical pieces interlocking on the pole weapon.

Ben's jaw practically dropped to the ground as Ruby gave him a cute smile. How did a girl this nice get to wield a weapon lethal enough to kill someone? Was she a wolf in sheep's clothing or something?

"What is that?" Ben gasped in awe.

"Crescent Rose, my personal weapon!" Ruby beamed, bouncing on the balls of her feet. "It's a high caliber sniper scythe, capable of shifting between scythe and shotgun. Pretty cool, huh?"

Ben held up a finger. "Can we trade?"

"Fuck no." Ruby said firmly. "You're not taking my girl away from me, get your own."

"Ok, ok, fine." Ben frowned, going back to the Omnitrix. He stopped at Eatle's icon and grinned mischievously. "So I have an idea that may sound stupid, but trust me, it's gonna be _awesome."_

"Are you kidding me, I'm all for stupid plans!" Ruby grinned. Ben slapped down the icon, and Eatle's hard shell suddenly encased his body. Legs broke out from the underside and a massive underbite and horn formed on his head.

"Get on," Ben said, and Ruby mounted him. He suddenly charged into the forest, his mouth dragging along the ground. Ben gathered materials into his maw like a truck loader, growing stronger and slightly larger every time he ate.

"Pleh!" he gagged as he finished loading his mouth. "Dirt tastes _awful!"_ And then he saw it. This creature appeared as a pitch-black, featureless shadow in the shape of a wolf, with red eyes and jaws. It had bonelike spines along its body and a matching mask. Ben gasped as it suddenly perked up and charged at him.

There was a flash of light above him, and the sharp cry of a gunshot rang out. The beast had been sniped right in the mouth; its body crumbled into ash, tar-black smoke disappearing into the air.

"Beowolves are an easy kill," Ruby said, as she blew smoke off the barrel of her gun. "You've got enough power to out run them. Don't _ever_ slow down!"

And that was how Ruby Rose found herself riding Eatle through the forest, shooting at Grimm like she was a knight on her steed.

"DIE YOU SCUMBAGS!" she shouted at the top of her lungs. Ben rammed into Beowolves, his face crumpling them like cars hitting brick walls. He could feel the fear leave his body as he plowed Grimm after Grimm. He was an unstoppable force beating down a movable object. Maybe the world of Grimm wasn't so horrifying as Ruby made out to be-

A bird's screech thundered overhead, and Ben could feel shivers shooting down his spine. He could recall bloody talons and cold red eyes, and the squishy sound of tearing flesh and the crunching of human bones.

And then he remembered Grandpa was supposed to be fighting that thing.

 _So why wasn't he hearing any action?_

Ben ran faster and faster, ramming recklessly into Grimm and destroying trees in his wake; fear and panic clouded his mind, and he could hear the howling of even more Beowolves in the distance, which only made his emotions spiral even more. He could see Grandpa Max's bloodless, cold body in his mind, and it was enough to make him run even faster, snarling at any Grimm that dared to cross his path. Even Ruby picked up on his urgency as she began to conserve her bullets. They were _this_ close to finding him, there was nothing stopping him now-

The watch flashed red and timed out. Ben skidded on the ground, sending Ruby flying and tumbling and knocking himself into a tree.

"...ow."

"Oh my gosh, Ben! Are you ok?" Ruby asked, running over. She didn't really look hurt, just lightly tussled with some leaves in her hair. Ben had a huge scrape on his arm and a few cuts on his face.

"I'm feeling fine, actually," Ben said with a light smirk. "Better than how I was just a minute ago." And then his expression turned panicked. "But holy crap, Grimm are _intense."_

"You're lucky you just had those injuries, mind you," Ruby said, brushing off his shirt. "Right now we need to get to Grandpa before the Nevermore finds him!"

"And before the shield runs out. How much time do you think we have?" Ben questioned.

"Well, I'm gonna say...10 minutes. Maybe 12 if we're lucky." Ruby shrugged. Of course, that was when the universe decided to prove her wrong. More and more Beowolves came out of the woodwork, snarling and snapping at the two.

Ben frowned. "You had to jinx it."

Three of the Beowolves dashed forward and tried to leap at them, but Ruby disappeared in a flash of rose petals, and the creatures crashed to the ground. They quickly looked up and startled snarling.

Ben quickly climbed the tree he hit earlier and waited for the watch to recharge.

Her cape swirling around her body, Ruby reached behind her in slow-motion and pulled out her rifle. She fired a red-white shot that blew a large part of a Beowolf's head out in a burst of blood red smoke. Ruby landed, a smug look on her cute little face- one that drove the beasts _insane_.

More Beowolves ran at her, claws and teeth flashing with intent to devour. Ruby effortlessly leapt over the first beast and shot it in the back. Then, while still in the air, she twisted around and blasted another one in its side. She somersaulted to the ground and stood back up, unfolding Crescent Rose into its larger - and deadlier - scythe form.

With sparkling eyes, Ben let out a quiet, " _Whoa."_

One of the braver Beowolves ran forward, but Ruby merely spun, hooked its body in the curve of her scythe blade, and fired the sniper section at a speed that severed the creature's body in a shower of rose petals. Both halves landed on the ground, disappearing into the air as ink black smoke.

Ben smiled as the Omnitrix suddenly lit up. "Alright, I'm back in business!" He turned the icon to Diamondhead, and slapped it down...only to end up as that weird pillbug alien from earlier. The tree collapsed under his massive weight, distracting the Grimm.

"BEN!" Ruby yelled as she decapitated another Beowulf. Ben stood up, rubbing his head.

"I'm ok!" He groaned, "just annoyed that I got _this_ guy again!" The Beowolves suddenly surrounded the poor alien, snarling and hissing hungrily.

"What were his powers again?" Ruby asked as she shot another Beowolf.

"Just this!" Ben frowned, as he curled up into his shell. The Beowulf suddenly began to claw his shell, rendering Ben helpless. "I can't really do anything!"

"Maybe you could crush em with your shell! I mean," Ruby added, "you kind of overpower then in size."

"Oh, yeah, sure, I'll just- hey, that doesn't sound so bad." Ben suddenly began rocking back and forth in his shell, before he began to slowly roll. "Hey! I think it's working!"

Ben began to roll faster and faster, gathering enough speed to tear up the ground. Ben began to blindly charge at the Grimm that were once again surrounding him, knocking them all down in a single blow.

"STIIIIIRIKE!" Ben triumphantly declared. "This alien isn't useless after all!"

"When you struck those guys, you were like a cannonball!"

"More like a Cannonbolt!" Ben joked.

Ruby replaced her spent cartridge for a new one. "Hell yeah! _Now let's kill some Grimm!"_

And with that, they ran at the approaching army. Cannonbolt smashed into one of the of the Beowulf, just like that, he began bouncing from Grimm to Grimm, destroying them in a single blow. Ben wasn't even questioning how was even seeing this; the overall satisfaction of their destruction made him feel amazing.

Ruby blasted off at a higher speed than ever before, coming at the dumbfounded Beowolves like a rocket as she converted her deadly scythe into a sickle-shape and spun her way through the mass, cutting up and down, left and right, leaving bullets, rose petals, and blackened body parts in her wake. She disemboweled them faster and faster... until the last one falls, and lands in a pose with her scythe hanging behind her as bullets rain from the sky.

"Show off." Ben joked, as he uncurled from his ball form.

"Well, I think that's all of them here," Ruby said. "All that was left was finding Max and defeating the Nevermore."

Ben scoffed. "And with Cannonbolt, I think that's gonna be easy a-" Andthe watch was flashing red again, _goddammit._

As Ben tumbled to the ground, Ruby pulled him back up and patted an arm. "No worries dude, I think I can see Max."

"What? Where?" Ben searched the area, his eyes scanning the bushes and trees. It wasn't until Ruby tilted his gaze downwards did he see his grandfather in the underbrush, lightly singed and scratched up, but no worse for wear.

The two children crept over to him and quietly announced their presence. Max startled and aimed a laser sword at them, but calmed down once he saw it was them. "Figured you two would sneak out," he admonished them. The laser sword fizzled out of existence, much to Ben's chagrin. (Though he did notice an odd smell wafting over them. Whatever it was, it didn't belong in the forest.)

"Yeah, like we'd leave you hanging like that," Ruby told Max, rolling her eyes. "We got rid of most of the Beowolves, at least."

"Now we just got Poe's worst nightmare to worry about," Ben said, looking over the underbrush. "What even happened?"

"A whole lot of Ursae," Max told them. "Not as bad as most Grimm, but these ones looked old. Those are much harder to kill than the young ones. But the Nevermore keeps circling, and I don't want to lose any more people."

Ben started. "What do you mean?"

Ruby looked up and gasped. "Oh no," she choked out. Ben followed her gaze and wanted to throw up.

The children overlooked the battlefield; wounded or dead bodies littered the place, broken weapons were everywhere, and the cloying smell of burnt flesh lingered in the air.

And they could understand why Max was hiding in the underbrush. _The Nevermore was coming back._ Max gulped audibly and turned to the kids, kneeling down to their level. " _Run and hide."_

"Grandpa, you can't face this thing on your own," Ben protested, his voice escalating. "It's… it's _enormous_ , you can't beat it on your own-!"

Max grabbed something hidden in the bushes and hefted it into his arms- it looked like a supremely high tech assault rifle, with filters of blue light running through it like volcanic veins. Attached to it was a pair of equally advanced goggles that were already on Max's face.

"I think this'll give me a good chance," he declared.

And then Ruby was tugging on Ben's hand, pulling him further into the forest. Ben turned his head back to yell something, but then there was an inhuman screech and the ground started to quake and the sky started to scream-

And then Ruby pushed him into a crevice in the nearby hills, a cramped space that was just big enough for three adult humans. It left the children with enough room to stretch out on the floor but not much else. Ruby clicked on a small flashlight, the weak light illuminating her face briefly. It was enough to show that yes, Ruby Rose was actually scared, but she was able to push it aside for the most part.

"We can't just leave him out there!" Ben hissed as loudly as he dared. "He's one person against that monster!"

"We don't have a choice, Ben," Ruby said, her voice low and only shaking slightly. "He's the only one of us properly trained to take that thing down. We'd just get in the way."

"That doesn't make it right," Ben whispered helplessly. "I can't just-"

Ruby grabbed his hand and squeezed. "I know. Believe me, _I know."_

And so they waited as the inhuman screeching got louder, so impossibly louder. They could hear lasers, something mechanical and old activating, a devastating hum that could have only been a cannon charging up. They could hear screams of pain coming from the monster, but soon they could no longer hear Grandpa Max.

Soon enough, they couldn't hear anything at all.

Ruby had long since shut off the flashlight, leaving them in total darkness. Her breathing was shallow but calm. Ben's own was ragged and near hyperventilating- he didn't know what was going on, he couldn't hear his grandpa or the beast or anything except-

The cave started to slowly crumble, stone flakes hitting their arms as they forced them over their heads. Light filtered through a small hole, and when Ben slowly put his hands down he looked through it.

A single red eye stared back at him, surrounded by bone white. It stared right through him, piercing him to the wall, and Ben stopped breathing because all he saw in that single red eye was anger and hate, _so much_ anger and hate. It was an eye that belonged to a being that was so very old and powerful, and it knew that a single twitch of its vast wings would slice Ben to the bone, or a single talon could impale him, or perhaps it would simply gulp him down whole.

It was old and powerful and hateful and it looked at Ben like he was _**nothing.**_

And then the eye moved away, leaving only empty space and a single immense feather outside. Ben slowly slid to the floor, his own eyes glued to the floor as he sat there limply. Ruby was shaking his shoulder, but whatever she was saying was muted, like talking underwater. He could vaguely hear Grandpa Max shouting something outside, but he couldn't make it out.

Ben hadn't even realized he was crying until teardrops hit his hands.

Nor did he realize that Ruby wasn't going to sit around and be a victim. A screech rang out, the corrupted scream nearly deafening the two children, but Ruby went outside and shot at the monster.

Ben watched in horror as Ruby continued to temp the beast, a bullet hitting it square in the eye and making it screech in pain. "Ruby, stop! You do-"

"Believe me, I do!" Crescent Rose whirled into its scythe position. Ruby grabbed Ben's hand. For a few seconds, wind hit his face, and suddenly Ben was in Max's arms.

"I'll take care of this. You two get to safety!" Ruby said, as she turned to face the Nevermore.

"That thing is _way_ too strong, Ruby! You need to-" Max warned her, but it was too late; in a burst of petals, the redhead was gone.

 _I'm at 80% aura right now,_ Ruby thought as she ran. _And that overgrown jackdaw's right eye is pretty much blinded. I have to strike it from the right to get a serious advantage!_ And Ruby veered her course to the right side of the beast. She slid beneath its legs and slashed its left leg clean off, the action like a hot knife through butter. Dark mist began to spill out of the wound, the severed talon suddenly dissipating into thin air. The monster stumbled around, screaming in pain and flapping its injured wings.

 _Alright, that's gone._ Ruby smiled and jumped back up. She carefully analyzed her foe; Nevermore were intelligent, persistent, prolific, and hardy. A deadly set of combinations, if used properly. But Nevermore did have a huge Achilles' Heel; the mask it wore, a weakness all Grimm shared.

 _If I build up enough momentum, maybe I can shatter the mask!_ She then started to focus her semblance carefully; this was technique her mother used, according to her dad. It was based off Heisenburg's Uncertainty Principle, a quantum mechanics rule that Ruby did not fully understand. She knew the results though: a wild technique that stated that the faster an object went, the less possible it was to find its location again.

" _She called it 'Disbudding' for whatever reason," her father told her once before. "It's the first technique you need to use when aiming for Grimm. I know your weapon isn't 'cool' like Qrow's, but I'm sure you can handle anything with the scythe."_

Ruby smiled as she thought of her dad's reassuring smile…

...and suddenly, she was practically a flurry of a million petals. Sharp ones too - they dug into the flesh of the Nevermore like individual knives. Ruby was nowhere to be found in the mess, but suddenly the reinforced blade of the scythe struck against the mask-

And it _shattered_.

The body crumpled to the ground, heavy wings breaking apart as ash filled the air. Red eyes went out, and smoke filtered out of them like tears underwater. Bird-like bones jutted out of the dying corpse before they too crumpled into nothing.

Ben, standing right next to Max and a good long ways away from the battle, stared up at Ruby Rose. He saw triumph in her silver eyes and grace as she slid her scythe into its gun form. Stared at her in awe as she jumped up and down like the excited little girl she was, right by the the remnants of a monster's corpse.

Ben Tennyson was pretty sure he was in love.

(And then he shoved aside those icky feelings for later, because he was still a child and girls had cooties.)

(But still. Ben Tennyson's best friend was an unrepentant _badass_. He was _so_ glad Ruby had gone on the road trip instead of Gwen.)

—

Ruby and Ben stood off to the side as medics and other Plumbers flooded the field. The carnage was over, it seemed. The Grimm has been completely vanquished, and there was no sign of them anywhere on the radars. So now it was damage control, picking up the pieces and making sure everyone still alive was well and accounted for. Ben himself had some bandages on him, especially since the huge scratch on his arm was looking fairly gross after all was said and done.

"So," he started, "you just one upped me on that Diamondhead fight with the Mech."

"I did more than one up you," Ruby laughed.

"True. Seriously though, I understand why you hid this part of your life," Ben began. "Like, I got it before, but now it's really starting to sink in. Seeing that giant Nevermore freaked the hell out of me."

"Believe me, it _did_ freak me out when I was younger," Ruby replied. "Heck, my sister and I had an incident with one when we were younger. Thankfully my uncle was there to sort out the mess before it got uglier."

 _Uglier?_ Ben thought as Max walked over.

"Well, thankfully no one noticed the giant Nevermore," Max said, scratching the back of his head. "So I think we can take off quietly. I can't express how proud I am of the both of you. Especially you, Ruby!"

"Wait, you're not mad at us for sneaking out?" Ruby questioned as Max beamed at them. .

"You actually gave me an excuse to do something I've been meaning to do for a _long_ time," he chuckled darkly.

"Oh my gosh, there you two are!" A tiny voice rang out. From across the way, Driba came in on a tiny motor scooter. He looked utterly exasperated and tired. "I thought you two had been gobbled up by the Grimm!"

"And that's what I thought too," Max snapped, his voice dripping with anger. "For you utter incompetence to maintain the base's energy supplies, and watching over these two, I'm going to have to fire you."

"N-no!" Driba pleaded. "I'll do anything! Please!"

"Then pack up your things and leave."

Ben and Ruby had to agree; that was probably the best thing Max had said all summer. Driba walked off somberly as Max turned back to the kids.

"Now who wants some milkshakes?" Max smiled. "I know a good restaurant around here."

"Me!" Ben and Ruby cheered.

"Last one to the Rustbucket pays for the food!" Ruby teased as she disappeared in a flash of red.

"Oh, you're so on!" Ben jeered as he transformed into XLR8. And in a blue flash, he was gone, leaving Max behind.

Max shook his head and laughed to himself. "Well, looks like I'm paying." He said as he walked back to the parking bay.

—

Kevin breathed heavily as he hid underneath an underpass, the darkness of the night helping with his camouflage. The sirens of police cars lingered in the air but grew quieter as they drove away. He slumped against the wall and sharply exhaled. He was in the clear.

Or so he thought.

"Running from the law, are we?" A deep voice rumbled.

Kevin shot up and looked around the underpass. From out of the shadows, a red robotic drone walked out. On its head was a monitor of a figure.

Kevin frowned. "And who are you supposed to be, exactly?"

"Call me an ally," the voice replied. "I'm curious in your abilities, human. Absorption of genetic material is an uncommon and powerful skill...perhaps you can help me take down the Omnitrix wielder."

"What did he do to you?" Kevin questioned.

"Nothing of his own fault," The voice answered. "But he has the key for my species' survival. My planet needs it's own hero."

"As long as it's in more responsible hands than Tennyson, I'm in." Kevin smirked. "What's your name?"

"Vilgax," the voice replied. "Vilgax the Savior."


	11. Camp Fear

Ben stayed outside the Rustbucket, glaring at the open front hood. Some sort of smoke was wafting out of it, and Grandpa Max had just come around with more tools. Ruby was right next to him, DS in hand.

"Dude, just chill out," she told him, silver eyes glued to the screen. "If Max can't fix it, then we can call someone. We're not that far out from civilization."

"True," Ben noted as he took in the sparse amount of trees around them. They hadn't gotten into the middle of the forest yet, so they still have a decent phone signal. "Still inconvenient though. Whatcha playing?"

"Oh, Pokemon Ruby." Ruby was about to explain, but then they heard the sounds of a car approaching, and the two children looked up just in time to see an extremely orange SUV slow to a stop near them. A muscular blonde man with purple eyes stepped out, dressed in brown cargo pants and a tan dress shirt. He had a soul patch and some stubble on his jawline, and from what Ben could tell he had a heart-like tattoo on his arm. His eyes were kind though, and his voice was oddly soothing when he called out, "Hey, you guys need a hand?"

Ruby, who had gone back to her game, suddenly gasped. Her head shot up and she shoved her console into Ben's hands. And then she ran as fast as she could to the man, screaming out, "DAD!"

"RUBY!" the man cried out, smiling gleefully as his young daughter tackled him. He let out an 'oof' sound as she did so, but he still continued to grin as he hugged Ruby close, spinning her around before gently settling her down on the ground.

"What are you doing here?" Ruby asked, eyes shining.

"I could ask you the same thing," her father said. His eyes suddenly lit up. "Wait, if you're here, then that means…"

"Good to see you again, Taiyang," Max said, walking up to them. Ben followed suit, more curious than anything.

"Max, you old space dog!" Taiyang exclaimed. The two shared grins and clasped hands. "Didn't expect you here."

Neither did I," Max admitted, waving vaguely at the RV. Taiyang gave a wince.

"Well, I don't mind helping," he said. "I'm actually heading towards a camp right now, I can give you a lift."

"I'd appreciate it," Max said, relieved. "Oh, where are my manners? This is my grandson, Ben."

"Nice to meet you, sir," Ben said politely as he walked up to the crowd.

Taiyang gave him a warm smile. "Oh, so this is one of the kids you talk so much about." He stuck his hand out to shake. "Nice to meet you, Ben." Ben gave him a genuine smile and shook his hand. He could see Ruby looking happy from the sidelines, her smile so wide it looked like it could break her face.

"You said we're near a camp," she said in a rush. "Is Yang there? Can we meet her?"

"Sure thing, sweetie," Taiyang reassured her. "But first we should probably do something about the Rustbucket." He winced again. "You sure you upgraded that thing?"

There was another explosion from the engine. "Yes, but I'm starting to think I was cheated," Max said sourly.

"You can't trust those auto shop guys in Undertown, Max," Taiyang laughed. "They'll just swindle you out of every last penny!"

Ben was more focused on the word 'upgraded'. "I think I can help!"

Taiyang looked over at Ben, a bit confused. "How so?"

Ben looked over at Max for confirmation, pointing down at the Omnitrix. Max just nodded, and Ben grinned as he activated the faceplate and turned to Upgrade's icon. As he slammed it down, cold liquid ran up his body, reshaping it into Upgrade's odd form.

Taiyang was a bit shocked, but not so much that he couldn't say, "I've seen weirder. Still, that's one hell of a skill, kid."

"I do my best," Ben quipped, his voice tinny. "Everyone get inside. Taiyang, you lead."

Taiyang did just that, but not before sending Ben a bemused look. It quickly morphed into awe when Upgrade slid over the Rustbucket, turning the RV black and green and forcing the engine to start.

" _Holy shit,"_ Taiyang punched out. Ruby just gave a happy laugh.

So, with Taiyang and Ruby in the extremely orange SUV, the two cars drove through the forest, right into the middle of the densely packed wood, where sunlight tried its best to filter through the foliage but inevitably failed. They ended up going down a hill off one of the lesser travelled paths, right into an enormous valley full of… cabins?

"Whoa," was all Ben could say as he took in the camp. It reminded him of that weird camp from one of Ruby's books, Camp Half-Blood or something? The camp was _huge_ , nearly spilling out of the grassy valley in a colorful, patchwork style. There were multi-colored cabins of varying sizes; an armory; an arena; an arts and crafts center; a decent-sized swimming pool; a climbing wall; a mess hall; and some sort of center house that must have acted as a headquarters for the camp. Ben was sure there were more places hidden from view, but suddenly he was aware that he was driving around children, all of them wearing brightly colored clothing and many of them looking fairly young.

As soon as Taiyang and Max parked inside a garage, Ben slid off the RV and immediately turned human, his watch interface now red. The garage was empty anyway, so it wasn't like anyone would have seen. Once they were all assembled, Taiyang said:

"Okay, so I got the gist of what the summer's been like since I left Ruby in your care." He gave Max the driest glare possible. "I thought you promised me it would be a _peaceful_ vacation."

"I can't account for everything, Tai," Max retorted.

Taiyang sighed. "In any case I'm glad you kids came out of it okay. While you're here you can take full advantage of the arena, brush up on your skills."

"So this _is_ a training ground for future Huntsmen," Ben realized. And then he had another thought. "Wait, why is only Yang here? Why not have Ruby train here too?"

Taiyang's smile became strained. "Eh, that's a story for another time. Why don't you guys explore the camp? If I remember Yang's schedule she should be close by."

"Oh my gosh Ben!" Ruby squealed. "You gotta meet my sister, you're gonna get along great!" And then she pulled him out of the garage, Ben yelling out, "How strong are you and will you let me in on your workout routine?!" He could hear Taiyang and Max laughing at his misery, _those jerks!_

But that was soon forgotten because the camp? Was totally amazing? Ben had gotten a pretty good view of it from the RV but seeing it in person was something else. Everything smelled like wildflowers and pine, and the buildings looked pristine despite the worn color of their paint jobs. The entire place looked like something out of a storybook.

And the campers? Extremely multicolored. Ruby's hair was odd in the way that it naturally went from black to red, but some other kids had natural gray, green, blue, purple, even white hair. And did that one girl have naturally red eyes? Whaaaaaat?

"Is it normal for Huntsmen to have natural hair like this?" Ben asked, unnerved.

"Hm? Oh yeah," Ruby told him. "My hair's actually pretty normal, all things considered."

"...huh."

"But anyway, you're going to love Yang!" Ruby said cheerfully. "She's super fun to be around, plus she can totally kick ass! She once punched a guy in the balls so hard he _cried!_ And the dude was like three years older than her!"

"Whoa," Ben breathed. "Why did she punch him?"

"Oh, he wouldn't stop picking on me and Yang got sick of it," she said dismissively. "Plus the guy was a dick to just about everyone in the neighborhood, he had it coming. Now where is she?"

"Well, what would Yang normally be doing this time of day?" Ben asked curiously. He took a look at the nearby clocktower and noticed that it was nearing lunchtime.

"Um, she might be near the mess hall, or in the arena," Ruby said hesitantly. "I don't really know this place and Yang never gave me a concrete answer about her schedule."

Ben just smiled and shrugged. "Hey, we need to explore this place anyway, we can do that while looking for your sister."

"Okay!" Ruby said cheerfully.

There was no sign of Yang in the armory (but there were plenty of cool weapons) or the mess hall ("Which isn't that weird, Yang's kind of a picky eater," Ruby admitted) and there were too many cabins to try and search through, so they went to the arena next.

The arena looked like a metal coliseum/amphitheater, mostly bleachers with a single expansive playing field. It looked amazingly high tech, all sleek black metal and domed ceiling and dim lighting. Ruby just had to say her name and they were in, and Ben could only stare in absolute awe as he took in the fight right in the center of the arena.

It was some young man with a mohawk and light gray armor, fighting against a brightly colored preteen girl. The blonde's curly pigtails bounced around as she backflipped away from the mohawk guy, and then the blonde struck her two fists together and _exploded_.

" _That's my sister!_ " Ruby shrieked, jumping up and down. "Kick his butt Yang!"

"WHY IS YOUR SISTER ON FIRE?!" Ben screamed. A few people looked over at them, but the rest were glued to the fight, cheering for their favorite fighter and waving oddly-colored money in their hands. Ruby was still shrieking, but Ben just watched as Yang punched, kicked, and nearly struck Mohawk, only for the guy to dodge, weave, and slash his daggers at Yang.

It was a battle that almost looked orchestrated, if the relaxed stance of Mohawk was anything to go by. But with a punch to the kidneys Yang was victorious, Mohawk slumping to the ground with a pained cry. Ben looked up at the scoreboard- or was it aura-board? He still wasn't sure- and saw that Yang's health bar was halfway gone, while her opponent's was completely depleted. Considering how much older Mohawk looked, it was kind of sad.

Ruby then dragged him towards the front, pulling at his wrist like a rag doll. Ben could see people either smugly or despondently exchanging money. He saw Yang bounce out of the arena, a smile on her face. A slender, white-haired girl sat nearby and talked to one of the adults in the room, her long ponytail shining in the light. A dark skinned girl with green highlights in her black hair was standing next to her, nervously looking around.

And then Ben decided to do something stupid.

"...how do you join in one of these fights?" he asked.

"Ben, _don't_ ," Ruby said firmly. It was enough to make Ben seriously pause. "These kids already have their auras activated and have years of combat experience on you. And a lot of these kids have trouble controlling their semblances, if you go all out or freak them out with with your aliens, a lot of people could get seriously hurt."

Ben pursed his lips in thought, but then reluctantly nodded his head. "I guess that makes sense. I mean, if you didn't know about aliens before summer started then I don't think a lot of these kids have either. But if some asshole challenges me, I'm kicking his ass."

"That's fine," Ruby agreed, giving him a relieved smile.

"I wanna kick the new kid's ass!" some douche conveniently announced, pointing at Ben.

"LITERALLY WHAT THE FUCK?!" Ruby screamed, eyes wide and her jaw dropping.

As for Ben? He just grinned maniacally. He stepped onto the battlefield, and the crowd quieted. Ruby just nervously moved next to the white haired girl and hoped this would end well.

The douche stepped up onto the field next. Ben smirked as he glanced over his opponent: the boy had burnt-orange hair, combed backwards with a slight peak at the front, and indigo eyes. He wore silver-gray armor with gold trim. The chestplate sported a bird with its wings outstretched. Underneath the armor, he wore a black shirt with red trimmings and black pants with a red belt tied around his waist. Not to mention, the boy was tall. Very, _**very**_ tall.

"That kid is dead," the white haired girl deadpanned.

"Come on, Weiss," the girl next to her said. "Root for the underdog!"

"...please note that kid isn't holding a weapon, Kylie," Weiss pointed out.

Kylie paused, before nodding her head. "That's a good point. Then why does he look so confident?" Everyone turned to look at Ben, who just looked at ease as Cardin Winchester sneered at him. And then everyone turned to the girl who came in with this Ben kid.

"Uh, do you know what's going on?" Weiss asked, looking concerned.

"I get the feeling Ben's gonna beat the shit out of someone," Ruby admitted, biting her nails. Everyone around her either gaped in shock or snorted derisively. From what Ruby had heard from Yang's phone calls, Cardin was a notorious bully, practically unstoppable outside of the arena. And Ben? Ben was just some scrawny little ten year old with no noticeable weapon.

But the question remained: _why was Ben so confident?_

"You ready to die, dweeb?" Cardin mocked, brandishing his mace.

Ben rolled his eyes and popped the dial on his Omnitrix. "Does every bully follow the same script or are you just particularly slow?"

"What makes you so tough?" Cardin scoffed, his eyes narrowing dangerously. "That's big talk for a newb."

"Did you just drop the word 'newb' in this day and age? Y'know what, whatever," Ben said dismissively. His hand hovered over the dial. "So, how do we start this thing?"

Cardin ran at him, screaming, his mace high in the air. Ben just smirked again and slammed down the dial. There was a green flash that made almost everyone shield their eyes. Cardin struck his mace once, twice, three times, each hit causing a loud explosion. "Oh come on, you're not so tough!" Cardin mocked loudly.

But then the smoke cleared. And instead of a tiny ten year old boy, there was a hulking mass of green crystal with suspiciously familiar green eyes.

"You wanna try that again, hot shot?" the alien asked, his voice a dangerous baritone.

And it was on that day that the entire camp realized just how high pitched Cardin Winchester could scream.

And in the end, Ben climbed out of the arena, dusting off his hands and giving the shocked crowd his signature smirk. "What, did you expect something different?" he asked haughtily.

Ruby stomped over to him and punched him on the shoulder. "Seriously dude?!"

Ben grabbed his shoulder and glared. "Seriously, what's your workout routine?!"

"DUDE!" a bunch of kids yelled as they ran over to them. Yang Xiao Long was among them, wearing an orange tank top and brown cargo shorts, her curly blonde hair in pigtails, athletic bandages wrapped around her hands.

"How'd you do that?" she asked, violet eyes shining. "You gotta tell me your secret!"

"Oh, it was just alien magic," Ben said, shrugging. "No biggie."

The white haired girl rolled her eyes. "Sure it wasn't."

"Ignore her, she's always cranky," the blonde girl dismissed. "I'm Yang, and she's Weiss. The girl with green in her hair is Kylie."

"I'm Ben Tennyson, and this is…"

Yang's eyes lit up even more as she picked up her little sister. " _Ruby!_ "

"YANG!" Ruby squealed happily, hugging her sister like a happy koala.

"Oh my gosh, what are you doing here?" Yang grinned, swinging her sister around.

"The RV broke down conveniently near here!" Ruby explained. "...wait, put me down! You're spinning me too fast!"

Yang set her sister down, giggling. "Seriously, I can't believe you're here!" She then looked over her shoulder, at Ben. "And this must be that Ben kid that you've been traveling with! You could've mentioned the whole alien thing."

"I didn't want dad to be worried!" Ruby nervously said. "You know how he can be."

Kylie tugged at Ben's arm. "So, does this mean that you were at all those alien sightings with her?"

"Yeah, why?"

"...how come she didn't do anything?"

"Well, consider the fact that I'm 10, have no cool costume to hide my face, and still need to master some moves," Ruby answered. "...though, I have bit a guy on the throat."

All the girls 'oohed.'

"Tell us _everything,_ " Yang beseeched Ruby and Ben. "You sound like you two had a fun June."

And so Ben and Ruby explained their summer so far, interrupting each other ("No no, it was like FWOOSH!" "Hey, I'm telling the story here.") and excitedly exclaiming about some other adventure. They made sure to gloss over events like Kevin and the cult, there was no need to worry Yang. They moved towards the bleachers of the arena, most of the building cleared out except for a few adults milling about. One adult was sitting near them, a tall brunette with glasses who was engrossed in a large book.

"Oh, and I could totally beat any superhero," Ben finished confidently. "Like, Green Lantern? Pfft. As if I'd lose to that ring-pop wearing loser."

Kylie turned around and called out. "Mom, are you hearing all this? You might have inspiration for your next book."

The tall brunette looked up just then, her dark green eyes glinting mischievously. "You know it."

"Next book?" Ben asked curiously, peering over at the adult. Was she reading Harry Potter…?

Kylie just smiled and shook her head. "I'll tell you some other time. So, where are you headed to next?"

Ruby and Ben shared a confused glance. "Honestly, we have no idea," Ruby admitted. "Grandpa Max keeps it from us. He wants us to be surprised."

"They're usually...ok surprises," Ben admitted. "Though, last week…"

"Yeah, Sparksville? More like Dullsville." Ruby snickered.

"Well, how about a tour?" Yang said, jumping up and a down a bit. "I know some great places where we can all hang."

"Sounds fun. Lead the way," Ben said, smiling.

And so Yang did, because Ruby hadn't been kidding when she said that her sister was like the sun: she was fun and cheerful, the life of the party in the form of a single girl. She had a hair-trigger temper and the semblance to match, but Ben could see that for all her rage it was almost always positively driven, always trying to protect her sister and anyone else she called family. Because Yang didn't have much left, and so she clung to what little she had left and shielded her family in the only way she knew how.

But Ben didn't dwell on that now. Not when Ben had heard the most terrible thing ever.

" _How is Mortal Kombat better than Portal?!"_ Ben yelled, getting all up in Yang's face. The blonde just smirked. Everyone else in their little group stayed back and quaked.

"Uh, gory, well choreographed fight scenes versus boring puzzle games," Yang scoffed. "You do the math."

"Boring puzzle games? _Portal_ has a dark, feminist storyline and the main heroine isn't sexualized at all! Plus the science in it makes sense!" Ben retorted, eyes narrowing. " _Mortal Kombat_ is just useless gore!"

"HOW DARE-!" Yang raised her fists and was about to pummel him, when Ben reached for the Omnitrix and slapped down the faceplate. In a flash of green light, Yang was suddenly colliding her small but powerful fists against something hard. _The diamond guy again?_ She thought, clenching her teeth. However, her guess was wrong; her tough eyes softened as everyone backed away to see Ben had turned into some sort of puffy pill bug with yellow armor.

"What is that? I want to see that loud one," Kylie whined.

"I call it Cannonbolt!" Ben grinned. He grabbed Yang's fist and pulled her in, and suddenly, he curled up into a ball and took off, rolling down the side of a cliff. Everyone eagerly followed.

"Ten bucks on Yang!" Someone yelled. " _ **Break his legs!**_ "

Ben made sure the ride down was painful for the two of them...while Ben felt little pain, Yang was suffering due to the cramped space and quick movements. But that didn't stop her from punching Ben in the face and chest (they both were really hard to tell apart). Ben ended the bumpy ride as he crashed into a rock, and released Yang from his trap.

Yang quickly equipped her weapons, the gauntlets from earlier, and struck a battle pose. Ben returned to his ball form and rolled to his opponent. Just as he was about to hit Yang, he reversed his roll, causing dirt to be flung from off the ground underneath him and into her face. Yang was suddenly blinded by the attack, and Ben took the opportunity to strike her from behind. _Aura doesn't block physical blows, only weakens them._ Ben thought. _If I can get in a few good strikes, she'll be down for the count and it'll prove that Portal is a better game!_

Ben paused.

 _...wow, this is a lame fight. But she started it!_ Ben reassured himself mentally. And take advantage of the blindness he did. Ben steamrolled and flattened her a few times, but she could take it; Yang's aura weakened a majority of the blows, but they still hurt. As Yang weakly stood up, Ben jumped up in the air and spun quickly.

"Time for the finishing blow!" Ben yelled, as he fell back down to Earth, ready to slam back down into the Earth...when suddenly, Yang caught him, with one hand.

His spinning stopped, and he uncurled. "Oh no."

Yang spun the giant pill bug around, and slammed him face first on the ground. Her hair was burning bright, and her purple eyes were now a bloody red. A dangerous feeling overtook her sunshine attitude.

Ben knew he was utterly _fucked_.

Yang picked up his leg and threw him against the rock, leaving a comical Cannonbolt shaped mark in it. Ben groaned as Yang took a dozen shots and jabs to his chest, each burning and powerful (and do keep in mind, she was 12) and as she was about to land the finishing blow-

"STOP FIGHTING!" Ruby was suddenly between them, giving them her patented puppy dog eyes. " _You're tearing this family apart!"_

"Was that a reference?" Ben asked, anger temporarily abated, as he reverted back to human form.

The same could be said for Yang, who shot him a look and hissed, " _This isn't over."_

"As fascinating as it was to watch you two brawl, we have other things to do. It's almost dusk," Weiss noted, looking up at the sky.

"Will you guys be at the campfire? It's kind of tradition to attend every night, no matter who you are," Kylie asked.

Ben shrugged. "Uh, sure. We'll be there."

"Good. And please, show me that loud dude. I need to get a new selfie for my phone wallpaper…" Kylie said, before Weiss dragged her away. "SERIOUSLY!"

The group dispersed then, everyone saying their goodbyes and leaving Ben, Ruby, and Yang alone in the forest.

"Okay, but seriously, this watch?" Yang held up the arm with the Omnitrix. "Straight up science fiction. I honestly love it."

"Yeah, well, apparently it spits in the face of modern science," Ben said. "According to Ruby it is an awesome abomination of God."

"Sounds like my sister," Yang said, chuckling. "She once told me that the Achieve Men were secretly aliens because their fans once wore tinfoil hats to a concert. I didn't have the heart to tell her that it was a meme the band made and the fanbase ran with it."

"Well, considering aliens are real, she may have been on to something," Ben said, crossing his arms and smiling slightly. "But you're taking this whole alien thing really well. So did Ruby and just about all your friends. Why is that?"

Yang shrugged. "Eh, I can't say for everyone, but I've been a part of this secret war against the Grimm all my life. And it's narcissistic to think we're the only planet capable of having life, not to mention incredibly lonely. Yeah it's crazy, but it's not that crazy if you think about it."

Ben shook his head in happy disbelief. "You and your family are insane. Isn't that right Ruby?" He blinked, not seeing a familiar redhead right next to him. "Ruby?"

Yang's eyes went wide with worry. "Ruby?" she called out. "She doesn't know the area, she could be lost."

"And that girl seriously knows how to hide," Ben noted, remembering all the times where Ruby just seemed to straight up disappear only to reappear soon after. "I have a pretty good chance of finding her with my watch, you go look into any place you think Ruby might hide."

"I'll alert some of the teachers, they can help," Yang said as she ran off. Ben went off to the side and transformed into Astrodactyl, flying up into the sky within seconds. He did a quick scan of the valley, shocking quite a few campers as he called out Ruby's name and swooped down between alleys. When he didn't see a familiar hood, he went outside the perimeter.

At that point, all he had to do was follow the trail of rose petals.

Eventually he found a small clearing of wildflowers, tall trees guarding the area like ominous gates. Ruby was curled up in the middle, grass and weeds around her, her hood obscuring her face.

Ben landed on the ground, and slowly walked towards her. _.._ and then he saw the _statue._

It almost appeared to be the spitting image of Ruby, from its face shape to its hood. A familiar weapon was in its hands. In the only image Ben had seen of her, Summer's face was partially obscured and her hair was longer than Ruby's, but the statue at least showed off Summer's kind smile.

"Is everything alright?" Ben squawked, forgetting he was still Astrodactyl.

"Yeah, I'm fine." Ruby said, not even bothering to turn around.

"Well, I'm more concerned about why you're out here. The whole camp is looking for you!" Ben berated her.

"Oh, shit, really?"

Ben moved closer. "Really. What are you doing out here, Ruby?"

"I'm just spending time with my mom."

Ben reverted back to human form. " _Oh."_

Ruby sighed before patting the ground next to her, motioning for Ben to join her. He quietly did so, and they both looked up at the darkening sky; it wasn't quite dusk yet but getting there, and the stars were already visible.

"Mom, I'd like you to meet Ben!" She smiled brightly. "We're essentially besties."

"...'essentially?'"

"Well, I dunno, since you and Yang have been buddy buddy all of today, it's...it's kinda making me feel...lesser? I dunno, it's stupid." Ruby brushed it off. "I feel like I'm kinda being replaced, but I know that's not actually happening, but the feeling won't go away, you know?" She blew a raspberry. "Anxiety is the _worst._ "

"Ruby, I like you for who you are. You're fun, fearless, totally badass, the list goes on," Ben stated honestly. Your anxiety can kiss my ass."

Ruby hid a watery smile into Ben's shoulder. "Does this make us best friends?" she asked in a small voice.

"Definitely," he said, smiling slightly.

"That's good," Ruby smiled.

"So, should we head back to the camp?"

"Nah. I just wanna stay here for a while longer…"

And then a low growl made them jolt up. From the forest red eyes glared at them, and the two children were instantly on their feet.

"Grimm," Ruby whispered as the hulking mass walked into the clearing. Ben thought it looked like a bear, but everything about it was _wrong_. Its fur was matted and oily black, its claws like knives. A bone mask made up its face, red markings around its cheeks and eyes. Its mouth opened to snarl at them, revealing rows of sharp yellow teeth.

"What do we do? It's close to the camp," Ben said, voice quavering.

"Ben, turn into an alien now," Ruby ordered, her own voice trembling. "XLR8, Eatle, anything, just _get us out of here!"_

And it was on that terrified note that the Grimm roared, and Ben slammed the dial down on the first alien he saw. Vines erupted out of him, his two eyes morphed into one, something was closing in on his head-

The world seemed to still completely. The Grimm stopped snarling. Ruby was staring up at him in shock.

"What the heck is that?" she asked, her fear temporarily abated.

Ben stared down at his hands- were they still hands at this point? It was so hard to tell sometimes- and said, "Beats me. I've never been him before!" But then he waved an arm and shot out giant green spikes that hit the Grimm right in the stomach, making it howl in agony. "But I like what he can do!"

"YEAAAAHHHH!" Ruby cheered as the Grimm roared in pain. Ben practically flew at the beast, wrapping vines around its meaty arms and wrenching them back. And then he sent another spike right into the face of the monster, cracking its bone mask and forcing it to still.

Ben dropped the body as it began to disintegrate, and he stepped back as the smoke became too much. "And here I thought you could only kill Grimm with Dust," Ruby said, smiling happily as she watched the body crumble apart.

"Dust is that magic stuff that's only activated with aura, right?" Ben asked. He genuinely couldn't remember what it was.

"For the most part," Ruby told him. "I'll have my dad explain it later. Right now I'm more worried about the camp. If there's even one Ursa nearby…"

"What exactly are the chances that the Grimm will attack the camp?" Ben asked, cold realization swimming through his veins.

She bit her lip. "Pretty likely, to be honest."

"Then get on my back," Ben told her. "Let's see how fast this alien can go."

Ruby would later describe the trip back to camp as clinging to the back of a Lovecraftian monster while it swung from tree to tree. In other words, she loved it. (Though Ben thought she could have worded it differently, seriously.)

Ben changed back into a human almost as soon as they came to the camp, the two children pitching forward and rolling on the ground before they stopped… right in front of a terrified Taiyang. "Where have you two been?!" he cried out, picking them both up effortlessly.

"Looking for Ruby, but more importantly we got a Grimm problem!" Ben exclaimed, dusting himself off quickly. Ruby took a quick look back at the forest, which seemed so much more menacing in the waning light.

Taiyang paused his upcoming tirade and took in the new information. "Are you sure? There's normally some Grimm around these parts, they're kind of inevitable."

Ben gave the man the most incredulous look possible. "You have a camp full of children who can't control their powers or their emotions very well placed in an area where monsters that feed off negative emotions can easily get to them?"

"Not easily," Taiyang protested, "and we normally have teachers and the older campers deal with them. It's all very controlled, believe me."

Ben still looked skeptical, but then Ruby asked, "How do you know that the Grimm won't just attack en masse though?"

"Because we normally have Ursae, and it's not common for them to just attack someone together," Taiyang told them. "That's more of a Beowulf thing."

And that was when a cacophony of wolf howls was heard above the usual din of the camp. Conversations stopped. The animals in the forest quieted down. The howling continued for one, two minutes. And then silence.

"Like that?" Ruby whimpered.

And then an alarm sounded, rousing the campers. In an erratic, nearly hysterical pattern, every single child in camp moved towards the mess hall, a constant stream of colors that left the camp eerily empty in minutes.

Taiyang marched Ben and Ruby towards the mess hall and forced them inside. "You kids stay here, just in case," he told them. "I'll find Max, see if he can't help with this mess." And with that he shut the door and cracked his fingers. On the outside, Kylie's mom and a few other staff silently and quickly geared up.

"Don't hurt yourself," Kylie's mom quickly pulled Taiyang aside. "I don't feel like substituting for you like last time, when that Spartan girl beat you at arm wrestling. Especially when you lost me twenty bucks in the betting pool."

"Well, I took that day off so I could relax my back and recover my pride. Also, you shouldn't encourage the other teachers into your weird betting games," Taiyang mused as he equipped his weapons, golden gauntlets with a red lines spread throughout the weapon. "Just keep them safe, Anna."

Anna pulled out a blue book with golden lines decorating the front of the book, sporting a fancy sun and moon design. "I'll make sure those freaks don't touch the kids." She opened her book, and pages upon pages flew out of the spine, folding and flattening until it formed into a brilliant white hussar sabre and shield for her to wield. The blade was almost flat like the paper it came from but no less deadly. "And if they do...well, you already know the outcome _._ "

Taiyang grinned. "That's the spirit." He took a few steps away and quickly took off running into the forest, hoping that Max wasn't a meal for the Grimm. _They love the tender meat. Though considering what Max considers fine dining, he's probably fine._

Meanwhile, with the kids, there was obvious panic and distressed murmurs with in the place. Yang was getting pissed off by the moment. "EVERYONE CALM THE FUCK DOWN!" she finally bellowed, silencing the mess hall. "The more worried we get, the more we attract Grimm. Someone start singing Kumbaya or something!"

Ben gave her an incredulous look and was about to say something, but Cardin fucking Winchester beat him to it. "Why should we when your sister is the one who put us in this mess?"

The mess hall, which had been filled with murmurs moments ago, went silent.

Yang slowly turned around to see Cardin _fucking_ Winchester sneering down at her. " _ **The fuck did you just say?"**_ she said, eyes turning red.

Ben had to have Kylie and Weiss restrain him from making him taste Diamondhead's fist again. "None of this is her fault, dipshit!" Ben snarled, trying to swing at Cardin, but the girls were too strong and Cardin was too tall and far away.

"Look, her moping got us a pack of Grimm in the camp," Cardin weakly defended himself. "Maybe if her older sister cared about her more, then we wouldn't be in thi-"

And then Cardin exploded. Or at least his nose did. Yang had lost her temper, and while one second ago she was on the other side of the mess hall, the next she was in Cardin's face, fist furiously mashed into his ugly mug.

At first it was funny for Cardin to get the shit beat of him, especially since the audience egged her on after the initial shock wore off. The next few seconds led to Yang feeling immense regret, as she realized she did it again.

She injured someone because she couldn't control her temper.

(But from the way everyone was congratulating her, she somehow had a hard time thinking too badly for herself.)

Ben blinked, and gave a breathless 'whoa'. Ruby patted him on the back. "You see why I stopped that fight earlier?"

Ben knew he looked ashen. "Remind me never to piss off your sister."

Ruby looked at him sympathetically. "That's nearly impossible, my guy."

" _Damn it."_

Meanwhile, with the adults-

"GET YOUR HEAD IN THE FUCKING GAME, BOYS!" Anna yelled out from above. She then rained down a hellfire of cut up sticky notes and worn out dollar bills that _somehow_ sliced apart thirty Grimm in one go.

"YOUR POWERS DEFY PHYSICS, ANNA, WE CAN'T COMPETE WITH THAT!" Taiyang yelled back. He punched a Beowulf in the jaw, which broke off and turned to dust in seconds. The rest of the monster followed suit.

Max wasn't doing so bad himself; he was wearing his Plumber suit and waving around laser weaponry with the experienced precision of someone twice his age. His marksmanship was handy in finding the weakest points of a Grimm and hitting them with technology most hunters didn't have. It only took two shots for each Grimm to disintegrate.

Anna slammed back down on the ground, watching the battle around her. Teachers were firing multi-colored Dust at monsters; Taiyang had an Ursa Major in a headlock before popping the head right off. Max rolled his eyes and shot at a Taijitu, blinding one of its eyes before landing a killing blow.

Anna then took at the horde of Grimm still coming at them, escaping the forest like snarling black streams. She cursed before turning mere paper into a bastard sword, decapitating an Alpha Beowolf in one fluid motion. Her blade became an arc of destruction, Taijitus and Death Stalkers turning to ash in her anger.

"This is taking too long," she snarled. She barked at Max and Taiyang: "Cover me! I'm gonna try and end this!"

"You better do it quick!" Taiyang shouted back as he backflipped and landed heavily on a Boarbatusk. Picking his feet off the gore, he explained, "We're running low on Dust! We weren't prepared for an attack on this scale!"

"I can only do so much myself!" Max said, aiming his gun at the sky. He fired blue lasers in rapid succession, and baby Nevermores ingloriously fell to the ground.

As she thought, Anna thought back to her spare closet, a tiny space barely big enough for an adult male to stand in. She thought of the stacks of discarded books in there, things she herself had deemed uninteresting for her to read. Books her daughter and her friends didn't bother with. Old magazines with the pages falling out. Newspapers, even.

It was just enough. It had to be.

Anna's eyes glowed a deep, devastating green. Her bastard sword reverted back to graph paper. The rustling of soft pages could be heard underneath the sounds of battle.

Everything was converging around her, _above_ her. Splitting apart and reshaping itself into tiny, catastrophic parts. Anna grinned savagely.

"EVERYBODY CLEAR OUT!" she screamed. And they complied as quickly as they could.

Anna flicked her wrist down.

What looked like white rain flew into the Grimm. They were as small as raindrops, as fragile as flower petals.

 _ **And they ripped apart the creatures of Grimm like tissue paper.**_

Screams cut short. Black fur caked in gore. Masks turned to bone dust. Beings turned to black smoke. The stampede running back to the forest.

Silence.

Anna turned back to the shocked, terrified crowd, smiling cheerfully. "Let's go find the kids, shall we?"

Yang had finally gotten her breathing under control, the rush of _finally_ giving Cardin what he deserved fading away like a dying flame. She'd lost control _again_ , she'd let down her dad _again_ , she _hated_ losing control, she _hated_ being angry.

She breathed, steadily. There was no need to start a spiral, now of all times. The mess hall lights flickered. Yang's anger was replaced with fear.

"Grimm…" Yang whispered. "They must be going camp generators. They love those things for some reason, it's why we have five sets of backups."

"This happens often, then?" Ruby whispered back.

"It's a nice bit of exercise." Kylie shrugged.

"All we have to do is stay calm, and the Grimm will just pass through?" Ben suggested hopefully. The light flickered again, accompanied by a far off roar.

The cabin fell silent, ears trained to hear the tell tale signs of a Grimm attack. There was silence, which eased some of young huntresses...only to be horribly shaken by the creaking of wood in the wind. A shadow flickered over them, accompanied by the flutter of wings, distressed metal groans, lights buzzing and flickering. Vibrant sets of eyes darted from window to window, breathing steady, reaching for absent weapons out of habit.

The roof of the cabin was ripped away from the walls, crumbling under the talons of the Grimm hoisting it away.

"Nevermore!" Someone cried. "Everybody out!"

The kids all rushed out of the collapsing place, and into the courtyard. _Bad idea._ The courtyard was crawling with Grimm, Ursa and Beowolves, Boarbatusks and the grand Nevermore, all snarling, screeching and eyeing their prey.

"Hey, why don't we give that new guy another go?" Ben smiled, turning the Omnitrix dial to the unfamiliar icon.

"We need a plan!" Weiss urged, as she stopped Ben's hand above the dial. The group shrugged, except for the blonde brawler.

"What we need is our weapons!" Yang yelled, running off towards another cabin, followed by an assortment of the children.

"I have a plan, it's called Hero-!" Ben's boasting was cut short as an Ursa claw came sweeping down, tearing fabric and skin, staining the ground red.

" _ **Ben!"**_ Ruby screamed, having to be restrained by Weiss. Her voice caught the attention of the Grimm standing over his body.

Bloody claws dragged across the ground, a growl rumbling from within the monster's throat. The three children did their best to back away from the advancing Grimm. From behind it, a bright green light flashed, and a familiar pile of torn plants rose from the ground, striking it dead center in the chest. "Hey, ugly!"

The Ursa turned, it's growling maw met by another vine striking it square in the face. More and more vines struck the beast in a frenzy, before finally digging its roots into the Grimm and dissecting into small, fading fragments.

Ruby gasped. "Dude, those vines are _wild!_ "

"Hey, I like that!" Ben laughed, "Wildvine!" The joy didn't last long, though. More and more Beowolves charged at Ben.

"Use Vine Whip!" She commanded, pointing at an oncoming Beowulf.

Ben frowned, his body somewhat lazing in disappointment. "Seriously, Pokémon references _now_?"

"Rubes, heads up!" Yang's voice called out. Ruby ducked as Ben burrowed underground. Yang's gauntlets shot out bombshells that exploded upon contact with the Grimm, dissipating them and giving the heroes some breathing room.

Ben shot back out of the ground, and spat out some dirt. "Ugh! I'm not doing that again."

"Seriously though, plan?" Ruby asked nervously.

"Don't look at me, you're the strategist. I'll just deal with these guys while you deal with Edgar!" Wildvine jabbed a leafy thumb skywards.

"Edgar?"

"Yeah, y'know, 'Nevermore?'" Ben shrugged. "Aw, forget it." He stretched out his arm and latched onto an Ursa before launching himself towards it. Ruby began slicing and dicing through Grimm, while Yang punched her way through the crowd.

"We need to ground the Nevermore!" Ruby yelled as sister watched her back.

"Obviously," Yang scoffed, "but _how_?"

Ruby quickly searched the battlefield, watching Huntsmen-To-Be hold the line of oncoming Grimm, each using their weapons and semblance. Her eyes narrowed in on Weiss, who was carefully summoning intricate circular patterns. A Beowulf tried to pounce on her, but she summoned the pattern in front of her. The second the Grimm touched it, it was immediately covered in ice and shattered into pieces once it hit the floor. Weiss grinned before returning to combat.

"What's with the girl with the white hair?"

"Weiss? She's a stuck up daddy's girl, and a bit of a b-" Yang was interrupted by Ursa charging towards them. She easily dispatched it at point blank with another Ember Cecilia bombshell.

"Personality doesn't matter! What's with her powers?"

Kylie shot out some smoke from her pores, blinding some Grimm. "She uses Glyphs. They can push and pull, kind of like a magnet. She can also launch projectiles out of it using her dust, but it takes a lot out of her!"

Ruby grinned. "Well, maybe she could hold the Nevermore's wings in place, or its feet to the ground!"

"Yeah, that's stupid...but, it's stupid enough to work!" Yang grinned. "Go talk to her about it!"

"You two need to hold the line," Ruby ordered them, "keep the big uglies back."

"But it _is_ a big ugly!" Kylie joked.

Ruby's body bursts into rose petals, and the swirling mass of them flew towards the other group. Her body reformed with Crescent Rose at the ready, the blade slicing its way through unsuspecting Ursa. She landed right next to Weiss and shot down a few more.

"It's Weiss, right? Can you use your Glyphs on the Nevermore?"

"Ugh, _fine_ ," Weiss sighed, and Ruby relaxes a bit. "What's this hairbrained 'plan' you have?"

Meanwhile, Ben wasn't exactly having the best time. Maybe it wasn't the greatest idea to have chosen the new guy. Yeah, he was a plant, but _that was it._ The thorns growing out of his body were cool and all, but that meant getting attacked by the Grimm willingly. And that was a horrible plan.

Beowulf teeth scraped like nails all over his slender body, biting into what should be his spine (what even was alien anatomy), but it instead bit into something that was almost squishy. Ben stretched his head around to see some strange seeds. "What the-"

The seeds plopped out of his back and onto the ground. The beast tossed Wildvine aside and began sniffing the seeds...only for them to plump up in size and _EXPLODE,_ decimating the beast and every other monster in a fifteen foot radius.

"Hold on, these explode?" He examines the eggplant-like… seeds, he supposed, on his back. " _I'm_ explosive?" Ben grinned. "Okay, new plan!" He grabbed some more seeds from his back and began hurling them across the battlefield, destroying more of the Grimm with ease.

"BEN! Need some help here!" Ruby yelled, pointing to the Nevermore that was heading straight for them.

"I gotcha covered!" Ben lobbed another seed at the Nevermore, this one hitting its bony mask before exploding. The Nevermore screeched in pain as it's mask cracked, causing it to crash on the ground, sending debris everywhere. The avionic monstrosity stood up, only for black glyphs to appear on the its wings, halting their movement for one precious moment before they shattered and dissipated.

Weiss stumbled back. "I'm… my glyphs aren't strong enough."

Ruby holds her steady. "No, you did great, this Tweety just needs one Hell of a birdcage."

"Really? Puns? You're a dolt."

"No worries! Wildvine's gotcha co-" The Omnitrix bleeped, and Wildvine silently cursed. The now human Ben was now a sitting duck in the battlefield and OH MY GOD, there's a big Beowulf headed right for hi-

A hand grabbed Ben's shoulder, before pulling him back to where the other fighters were. Kylie pulled out her weapon, a single gun, and fired a concussive bullet at the Beowulf. The bullets cracked one Grimm mask before bouncing to another and doing the same, and bouncing to another, and another… Ben didn't even see where the line ended, all he knew was that it was _awesome_.

"Did you just save me?" Ben asked, eyes shining.

"What? No!" Kylie yelled, not really focused on Ben. "She did!"

Ben turned to see Yang, clutching her left arm...and what looked ribbons of flesh unraveling from the thing. Her arm was completely robotic underneath, the metal shining in the flickering lights. Ben's jaw dropped as Yang's 'flesh' began to wrap around her arm again.

"What the hell?!"

"It's a long story," Yang sighed. "Let's just say, I'm…'all right' now!" she said with a shit-eating grin.

"I will smack you with your other arm, _just watch me."_

Meanwhile, Ruby was trying a different strategy with Weiss. "Just try to form a glyph or something right...there!" Ruby pointed at its mangled left foot. Weiss nodded as a glyph appeared under it, before the leg was coated in ice. Frost spread across the feathers, thickening into ice, before nearly covering the Nevermore. As it encompassed the entire wing, Ruby decided it was time to bring down the house.

"Hey, sis!" Ruby grinned. "Wanna see how strong I've become?"

"I already know," Yang shrugged. "But sure."

"Weiss, if you would?"

Weiss nodded, as black glyphs began appearing along the ground.

"Thanks!" Ruby grinned. Suddenly, she disappeared in a burst of rose petals. She was running at such a speed that the ground beneath her cracked, rose petals flying from her ascent.

"She's using Crescent Rose to propel herself even faster than usual!" Ben realized. With each new shot, she got closer and closer to the trapped Grimm until her scythe caught the Nevermore's neck in its blade and _**ran up the fucking mountain with it.**_

Yang and Ben watched in amazement as she shot out bullets to help her speed, the Nevermore screeching as the blade dug into its neck. With both warrior and monster crying out, Ruby reached the top of the cliff, circled up, and fired one last shot. Her blade flashed once, and the Nevermore lost its head. Its body slowly fell to the ground with a jaw dropping crash, and Ruby quickly descended in a shower of rose petals.

Ruby stood triumphant at the bottom of the mountain, folding her scythe into its compact form.

"Woah," Ben said breathlessly.

"...bye bye birdie." Yang said to himself.

From the treeline, small paper daggers flew out, causing the last of the Grimm to collapse, instantly dead.

"Get the stragglers, I've got the...kids." Taiyang yelled, before realizing they were too late. The battleground was completely destroyed, with some smoke still present.

"Well, I think the kids just exceeded my kill count," Anna frowned lightly.

"Ben! You okay?" Max ran over to Ben. "Where's Ruby?"

Ben pointed towards the mountain, where Ruby was awkwardly standing. She waved to them, and they waved back to her.

"...I don't think Tiayang is gonna let her out of his sight again." Ben commented.

"No, I don't think he will." Max chuckled.

"Cardin, you're bleeding," Anna commented, fussing over his wounds. "What did you do to make your aura get so low?"

"You know, just, got too close to a Boarbatusk." Cardin glanced at Yang. Yang smirked...before she noticed her father, staring at both her and Ruby, arms crossed.

"What did you two do?" Taiyang asked, in full 'I'm Your Father' voice. The sisters shrank a bit.

"What do you mean? We defended the camp." Ruby nervously grinned.

"Ruby, the roof of one of the cabins is missing." Tiayang pointed to the newly formed sunroof.

Ruby rubbed the back of her head. "Oh… right, forgot about that."

Yang sighs, rubbing her prosthetic. "Yeah, there was a Nevermore..."

"Yang, that's not the most reassuring way to start a sentence." Taiyang sighed, before kneeling to their eye level. "You two took it down together?"

Ruby grinned. "No, we had help from Weiss!" At the mention of her name, Weiss jumped into a military-like stance, before her face flushed and she forced herself to calm.

"Good work." He smiled like the embarrassing dad he was. "All three of you! I'm taking all three of you out to ice cream later!"

Ben smiled as he watched from afar, as Max was bandaging him up. "I never knew Grimm stuff could get this bad. Like, Rushmore was a bit more tame compared to...all of this."

"You honestly have no idea. Your grandma and I used to deal with Grimm stuff with Taiyang," Max chuckled.

"...grandma's a Plumber?"

Max smiled secretively. "You'll find out later."

"Now, be safe, ok?" Taiyang warned, hugging his daughter tightly. "I really don't want another scare like that."

"Dad, I slayed a Nevermore," Ruby grinned. "If anything, you should be telling Max to stay safe."

Taiyang chuckled, and kissed Ruby's forehead. "I love you."

"Oh yeah? I love you times 3000!" Ruby grinned.

Ben smiled as he watched the two from the window of the RV. Max was doing a quick checkup on the engine before they got back on the road.

"So," a voice said from the back, "where you heading to next?" Ben turned to see Yang, casually walking out of the back.

Ben gave her a light glare. She had scared him, though he was loathe to admit it. "What were you doing back there?"

"Eh, just wanted to play a quick prank," Yang teased, not buying his facade for a second. "Seriously though, where are you headed?"

"I dunno," Ben shook his head. "All I know is that it's fun."

Yang snickered, before her face turned serious. "Hey...I wanted to thank you for looking out for Ruby."

"What do you mean?"

Yang looked down at her right arm. "I've honestly been worrying about her all summer. It's hard to be seperated from siblings, you know? Especially if you've been dealing with stuff like robots and mutants and...rabid hamsters, apparently."

"O-oh! Yeah, no problem…" Ben stuttered. "Um...hey, if it's not too much to ask...what happened with your arm?"

"Let's just say it was a picnic gone wrong," Yang said, smiling ruefully. "Some Grimm attacked us and I stupidly defended us...and then…" Yang sighed loudly. "I'm just glad she's got a friend to watch her back."

Ben smiled softly. "Same here."

"Anyways, I should say goodbye to her," Yang grinned. "It was nice meeting you, Tennyson."

"Same to you," Ben said, outstretching his hand...and without second thought, Yang crushed his hand with her iron grip. Ben cringed in pain, as Yang grinned evilly.

"By the way? I could still kick your butt," Yang laughed as she walked out the door. Ben waved his hand around and blew on it to ease the pain.

"Oh, I am _so_ kicking her butt the next time we meet."


	12. Framed Part 1

Author's Note; this is why we took a break. Special thanks to Tricia and Anarchy for their efforts on this.

Ben took a deep breath as he prepared his shot. The fate of everything relied on this next move; should he miss, everything he had ever worked for would end in flames. Should he hit it? Well, he could maybe salvage what was left and turn around with quite the upset. His hands tightened around his weapon-

"Take the shot," Ruby whispered, sounding rather confident. "If you're brave enough."

Ben lightly tapped his golf ball into the hole. "HA! Looks like I made par!"

"Oh, shut up!" Ruby frowned, a meter away from him. "I'll hit this ball into your stupid face hole, Tennyson!"

San Francisco was a beautiful city, with tall, colorful buildings and millions of fun activities to get done, but nothing compared to the piers. While Max had gone to the market to pick up something for that evening's dinner, Ben and Ruby decided to take it slow, just having some fun with the smaller activities before working their way up to the big stuff.

"Looks like we're tied," Ben said, filling out the score card. "And that's boring. Wanna make it interesting?"

"Oh, you know I do," Ruby said with a smirk, pulling Crescent Rose from out of nowhere. She set her ball down and shot at it, watched it ricochet off a few things...and then perfectly drop into the hole. Ben's jaw dropped.

"Beat that," Ruby said all smug-like.

"I meant lowering the par for each hole by one, but I like your style." Ben smirked, activating the Omnitrix. He twisted the dial to Diamondhead's icon and slapped it down. In an instant his body was covered in crystals, and soon the aforementioned alien stood where Ben stood.

"Check this out!" Ben bragged, shifting his hand into a golf club. He whacked the ball, and then formed some crystals to create a ramp that led the ball directly to the hole. "And that's what I call a hole on one!"

"Show off."

"Says the girl with the giant scythe."

"You really wanna call me out, chandelier face? That was less of an insult and more of a compliment."

"Chandelier face? Oh, you're FUNNY."

They were about to argue some more, but the rumbling and screams coming from the pier cut them off.

"I think that's our cue." Ruby said as she began to run.

Diamondhead nodded. "I totally won that argument, by the way!"

 **A few minutes before...**

Max was just strolling through the marketplace, taking in the scent of salty air and listening to the waves crashing against the nearby rocks. He avoided the normal stands, immediately heading to the more exotic side of the bazaar. It was more expensive, but hey, it tasted good. (Though the kids had different ideas, they were so picky.) It was a good place to just wander around and take in the sites that few tourists got to see. Nothing could ruin his day. Especially with the surprise that was coming when the kids came back…

So, of course, that was when his day got a lot more complicated.

It was by chance that he saw Kevin, skulking through the crowd. He looked rougher than the last time, more confident too. He was also sporting a new outfit, either stolen or bought for cheap from thrift stores (if he was the runaway Max suspected him to be). He wore a dark gray short-sleeved hoodie, a black long-sleeved shirt, black pants, and black and white sneakers. Kevin didn't seem to notice Max, or maybe he did and was just playing dumb, hoping that the old man hadn't noticed him.

Max slowly walked through the crowd, keeping a close eye on him. Kevin really wasn't doing much. He probably was just admiring the city. Max wanted to know how he got out of New York, but perhaps he should let the kid do his own thing. Kevin looked _happier_ than he did last month.

And then he approached a fruit stand.

"Hey, how fresh are these?" Kevin asked as he held up a ripe apple. It was a cheery red, big and perfect for eating.

The seller perked up. "Oh, they're straight from the orchard! Picked them yesterday. Takes time to grow these things, you know," he bragged.

"I see," Kevin smirked. And then he took a bite out of it.

"Y-young man, that wasn't a free sample," The man stammered. "You need to pay for it."

"Nah. I'm good." Kevin grinned.

"...d-do you not understand the concept of money?" The man asked. "And how much I need it?"

"Well, do you not realize who you're talking to?"

"...no?"

Kevin chuckled. "You know all those alien attacks you see in the news nowadays?"

 _Alien attacks?_ Max thought, cold dread pricking up his spine.

"Well, guess who's behind all of them?" Kevin began to transform into a familiar humanoid-insect alien- with some shark-like characteristics as well. On either side of his horn was a short antenna with a spherical tip. Kevin's forearms had a pair of spikes near the wrists, while its thighs had a single spike on both. It had two claws on each hand, and a single long claw on each foot. However, unlike Ben's form, it was bipedal, something Max thought unnatural.

The standowner fell unto the ground, mouth open in horror. Kevin glared at the man and, from deep in his throat, growled menacingly. The standowner quickly crawled out of the way, finding his legs and running away as fast as he could. Kevin laughed as he began to devour the stand with relative ease, humming as he relished the taste of freshly picked produce.

Max gulped silently and tried to merge with the diminishing crowd of people- not many had seen Kevin transform, but they all saw the alien devouring a fruit stand, and many were running as fast as possible. Max turned and began to run-

"You can show your face, old man," Kevin said, turning around. His voice echoed throughout the empty bazaar.

"And I'm pretty damn shocked you can show yours around here." Max said, putting down his groceries. "Thought you'd be out for a while considering what Ben did to you."

"Oh, come on! That was nothing," Kevin joked, shoving more produce into his mouth. Was it him, or was Kevin's Eatle _growing_ in size? That wasn't something Ben's version could do. Then again, Ben's Spidermonkey wasn't a weird monster with spider legs coming out from its skull. "Besides, if you're around, that means that brat is too."

"Sorry, but I don't think we have time for a play date, kid." Max reached into his pocket and pulled out a blaster. Kevin's eyes widened and he backed up a bit.

"Ok, did not expect this."

"I'm not some old fuddy duddy, you know." Max smirked.

"And I'm not some pushover either!" Kevin shouted before he opened up his massive jaw. Max could see his enormous mouth filled with sharp teeth and a pair of tongues. It was like a lamprey, Max thought. But what could he really accomplish with his mouth? There really wasn't anything to eat.

And that's when Kevin started to _spit out his teeth,_ each point as thin and deadly as a knife's blade. Max gasped as he rolled away from the mutated Eatle. And then he started running as Kevin rushed towards him. He fired his laser gun a few times, the blue energy only just missing Kevin. For such a huge guy, Kevin really got around, bulldozing everything in his path. There was no way Max could take this guy on his own.

"Hey, ugly!" Diamondhead's deep voice taunted. "Look over here!"

Kevin's head swerved to see Ben and Ruby glaring down at him. Kevin could barely react; shards of crystals and bullets began hitting his body, throwing him off guard. Kevin charged at them, knocking Ruby into a stand and ramming Ben with his massive horn, right into the side of a truck. Ben's spikes dug into the metal, sticking him in place.

"Gotta admit," Kevin chuckled. "Having your powers have been the biggest rush of my life."

"My powers? Who the heck...are…" Ben's heart sank as he realized who it was. He tried pulling himself out of the truck only to fail. Kevin laughed at him, his mouth curled into a sneer.

"That's right, _hero_. I'm back for round two. Let's see how much _you_ like being on the other side of the coin." Kevin grimaced as he changed forms. His larger body shrunk down to become Echo Echo, although he looked way too different. He had grey metal skin, fifteen removable speaker-like components attached to his body, a more rounded design, and longer arms and legs. There was also the severe lack of eyes, which was just plain _freaky._

Clones split from Kevin's body as they quietly assembled around Ben.

"I've been waiting for this moment for a _long_ time," One of the clones taunted.

"Too bad I can't see your face under torture," another sighed wistfully. Ben struggled against the metal, but his spikes were dug deep into the truck.

"MERCILESS ONSLAUGHT!" The clones all cried, as deep sounding waves reverberated out of their throats. It felt less like sound waves and more like an earthquake hitting his crystalline body. He could feel immense pain coarse through his rough skin, his eardrums nearly bursting. Max actually fainted, face screwed up in pain with his hands clamped over his ears. The ground rumbled as the clones moved closer and closer-

 _ **Bang.**_ A gunshot pierced Kevin's head- or at least, one of them. He vanished into thin air. The clones all stopped their screeching as they turned to the direction of the gunshot. Ruby stood there, Crescent Rose in hand and a smug smile on her lips.

"Oh, I'm sorry. Am I interrupting something?"

"What the fuck," One of the clones stated.

"I'm not sure why we're surprised anymore," another said while shaking its head.

"Giving away her location was a dumb move though," A random clone added.

Ben groaned as his body slowly reformed. "Not used to being on the other side of that move…"

Ruby rushed forward and slammed her scythe into the torso of one of the clones, swinging around to kick another in the face. Their blindness was hindering their ability to truly fight back. Ruby grinned as she jammed her blade into another clone-

And was greeted with the worst sound she'd ever heard. She felt sick just hearing the horrible ringing sound at full volume, bile creeping up her throat. But she was stubborn enough to resist fainting, cutting the clone down the middle, blessed silence hitting her ears. Ruby breathed heavily, ears hurting and balance thrown off. She was vulnerable right now, hands shaking and face gray. She didn't look as badass as she had been the last few weeks; instead, she looked like a weak and sickly little girl, holding a weapon she was too frail to wield.

Ben and Ruby were then blasted by a stream of water into another wall, soaking and further disorienting them. It was briny, mucky, and cold, and just over all unexpected and _gross_. Ben already knew what alien Kevin had turned into, and he glared at the opposing villain. Kevin's robotic form had changed; grey armor surrounded him. His hands became claws as holes started to form down his arms. His feet became long and pointy, as holes begin to appear up his leg. Two large water cannons appeared out of his back. The large hood covering his face opened up, and a crablike face was revealed.

"So, I'm guessing you don't call this one Water Hazard," Ben said with a frown. The mutated alien nodded.

"I prefer Dead Sea, if anything. Waterboard was almost a name, but I think Dead Sea is more menacing." Kevin smiled, or at least tried to. You couldn't really emote with that alien.

"Both are lame." Ruby frowned petulantly. "You're lame, actually."

Kevin turned to her. "Like I care about the opinion of some wannabe goth chick who desperately wants to be seen as edgy."

" _I will fucking cut you_."

"And I'll just cut you back!" Kevin threatened, right before he was knocked back into a truck by a blast of pink energy.

Ben blinked. "Ok, what just happened?"

"Might wanna ask her!" Ruby pointed to a strange woman that was casually floating in the air, her palm outstretched.

She was witch-like, with wild pink energy hair, glowing pink eyes, and light lavender skin. The woman was dressed in a black dress, the bottom rippling with lavender waves, a matching belt at her waist. She had a glittery shroud over her shoulders with a purple and black collar, and a round-cut amethyst attached to her chest. Ben swore she looked familiar, but couldn't really place why.

She didn't say anything. She just pointed her finger at Dead Sea and fired a small but powerful blast of energy. Kevin was sent flying into the air and smacked right into the ocean, his body plunging beneath the waves. The woman blew smoke off her finger before she descended to the ground. Her purple skin turned back into Caucasian white, and her hair back to gray, the locks shorter and in a more matronly style. Ben's eyes widened as he realized who just saved him.

" _Grandma?"_

Ruby blinked. "What."

"Hello, sweetie." Verdona smiled, helping Ben to his feet. "Long time no see."

Ben's mouth was agape. "...di...did you just…"

Verdona laughed as she ruffled his hair. "Good to see you, kiddo. Shame I couldn't join you and your Grandpa. You know how work is."

"Well, I just thought you traveled a lot," Ben shrugged. "Just...not the plumber way."

"Can we focus on the fact you just BLASTED ENERGY FROM YOUR HANDS?" Ruby asked loudly, jumping to her feet.

"Don't even question it, kid," a voice sighed. Ruby turned to see that weird lady from the camp. To reiterate, she was a tall brunette who usually wore black rimmed glasses, but now they were replaced by clear goggles. She wore brown lipstick set against her pretty, round, pale face, and her forest green eyes were complimented by somewhat thick, dark brown eyebrows. She wore a black and green duster with a black shirt underneath, dark-washed jeans and black boots. Under her arm was a blue book with golden sun, moon, and star imagery on it.

"Hey, you're that weird lady from last week!" Ben said, pointing at her.

"W-weird?" Anna looked hurt by that comment.

"What are you even doing here?"

Suddenly, a horrific looking Astrodactyl burst from out of the water, and screeched so loudly it rippled the waves beneath it. Ben covered his ears, his eardrums still sensitive from earlier.

"Yeah, he's what we're here about." Anna smirked.

It flew towards Ben at top speeds, its arms glowing a menacing red. Paper suddenly shot out from behind Anna, a thin white shield blocking them from view. Kevin shot at the barrier, smoke erupting upon impact-

Only to see a barely scorched paper wall.

"Ok, how strong is that paper?" Ben asked disbelievingly.

 _Good question,_ Kevin thought, flying around Anna. He carefully studied her movements.

Anna kept a critical eye on the alien, her green eyes sharp behind her goggles. Her duster flickered around her feet, colorful note paper circling her like a protection spell. And then, with barely a flick of her hand, thirty paper airplanes shot at Aerosmith. Kevin knew it'd be pointless to even stop them, but he could maybe use them to his advantage. He flew off, using his stronger jet pack to propel himself even faster than the paper airplanes, and zoomed toward Ben and Ruby. "If I can't destroy them, then you can't either!"

Anna raised an eyebrow. "Wow. How original."

And the paper airplanes splintered apart, fluttering uselessly in the air...

Before attacking Kevin's face. Kevin screeched, clearly overpowered. Adults were bad news, but the kids were easy to overpower. Maybe he could use that to his advantage-

"I think the fuck not, you trick ass bitch!" Anna yelled out, paper collecting underneath her and shooting her into the air. Paper flew around her like an angry blizzard. Kevin kept on hurling star energy from his hands, but each hit a paper wall. And for every star blast, he had to dodge thirty pages of knife-like paper, each sheet slicing through the air with a loud whistling sound.

"Ok, yeah! I'm out!" Kevin shouted, noping out of the situation. His jet pack lit up, and he blasted off at the speed of light.

Anna frowned as she lowered herself to the ground. Ruby stood there, her mouth agape.

"Can we trade powers?"

Anna dropped down onto the pier, papers disappearing into her duster. "Fuck no, I worked hard to get where I am. I'm not trading all that for some oversized gardening tool."

"What is with everyone dissing my Crescent Rose?!" Ruby snapped, throwing up her hands.

Max's cooking wasn't really a 'victory meal' Ben or Ruby would normally like, but Verdona was enjoying it. "Foreign cuisine is good, but it can't beat your cooking, sweetie," Verdona gushed as she kissed Max on the cheek. Ben pretended to gag as Ruby awkwardly moved her food around. Anna just ignored her meal and just wrote something down in her book.

"So, uh," Ben asked hesitantly, "what do you want with Kevin?"

"We're going to take him in," Anna said, eyes flickering from her journal. "His osmosian powers are too dangerous."

"And I'm already lost," Ben sighed wearily.

"Kevin and I are what you would call Osmosians," Verdona explained, carefully stirring her tea with her spoon. "Osmosians are humans with supernatural abilities, possessing anything you can see in comic books or graphic novels. It's incredible, really. For example!" Verdona opened the palm of her hand, revealing a small, glowing, purple orb. "My power involves manipulation of photons."

Anna nodded. "And you've already seen mine in action."

"Alright, that's easy to follow," Ben noted. "So, is Ruby an Osmosian?"

"Well, no." Ruby explained, "Semblances are kind of reflections of the soul. I wasn't born with it naturally, I had to unlock it somehow."

"Hm." Anna tapped her pen against her journal. "A good thing, really. There'd be problems if you were an Osmosian."

"What do you mean?" Ruby tilted her head quizzically.

Verdona's smile faded. "You see, at a young age, Osmosians have some behavioral disorders. Could be oppositional defiance, antisocial behavior, anxiety...they could easily be confused with any other human with it."

"The problem is their powers," Max added. "There's a high chance their situation could get worse should they leave it be. Early treatment is incredibly important."

"So, you're not here to capture Kevin, rather convince him?"

"His choices, his life," Verdona said solemnly. "His crimes have all been just for intervening in police operations, such as 'helping' them bust down a drug ring."

"The stuff I won't do," Ben said with a frown.

"He's trying to prove he's worthy of his power," Verdona said gently. "By doing the jobs you won't do, he feels like he's more deserving of the Omnitrix. And there's nothing necessarily wrong with what he's doing, but he's untrained and we're very concerned about his mental state."

Ben took a deep breath, and sighed. "Alright. I'll try my best to talk to him. Probably gonna involve some property damage, though."

Verdona chuckled. "As expected."

Ruby started to tug on Ben's arm. "Hey. Might wanna take a look at this." She pointed to the window, and Ben gasped. Some cable car had been going out of control, but not on its own volition. Something had ensnared it in red lines and black oil and was making it run way too fast.

"Boy must of gone Upgrade," Max growled, looking out the window.

Ben burst out of the RV. "Anything he can Upgrade, I can Upgrade better!" He grinned as he slapped down the faceplate. Ben slowly transformed into a crimson red bipedal, arthropod-like alien. A domed carapace formed on his head and back, his hands became large and clawed, and a section of exoskeleton formed around his body. Ben frowned as he slowly realized that this wasn't the right alien.

"Water Hazard?" Ben frowned. "Great. What am I gonna do, wash the dumb thing?"

Anna unlatched the window so he could hear her. "Improvise, kiddo," she said, sipping her tea.

"How?"

"I dunno. You're a walking isopod, and he's an overgrown circuit board. I'm pretty sure you'll short him out."

Ben huffed as one of his arms shot high pressure water right next to his feet, nearly lifting him into the air. He nearly lost balance but quickly regained footing. "This...this can work."

"Good. Now go kill," Anna said apathetically.

Ben started to propel himself down the road with his water blasters. As he came closer to the cable car, Ben tilted his streams of water upwards ever so slightly, and hopped onto the cable car. Upon closer inspection he realized something...Kevin had only taken over the front part of the cable car; his body wasn't stretchy enough to fit all over it, Ben assumed as he got inside. People screamed as he entered, and he assumed it was because he was a giant isopod alien. Or rather, it was the way Kevin was treating someone.

"Be honest with me. Be honest with everyone on this goddamn ride," he hissed. The form had a red circuitry board pattern that extended from his body, and a series of spikes that ran down his back. A single, whole red dot on the front of his head was his eye. His voice didn't sound like his own, to be honest, more like a sinister, well spoken villain.

"W-WHAT THE HELL'S GOING ON HERE? WHO ARE YOU?" The man was being held against a wall by Kevin's sharp claws.

"Let him go, Kevin," Ben ordered, walking forward. Kevin's head turned ever so slightly.

"I don't think you get what the situation is, Tennyson," Kevin snarled.

Ben paused for a few seconds. "I don't need to know what's going on, we should be saving these people and asking questions later!" Ben fired some water at Kevin. He cringed in pain and lost his grip on the man.

Ben exited the train and headed to the front, angling his arms outward. A large spray of water barreled out of his limbs, blasting whatever portion of the train Kevin had taken over. Much to his dismay, it only slowed the train down.

Kevin's head suddenly formed on the front of the train. "Now it's personal, you oversized bug!"

"I'm sure I'm an isopod, but can we save this for later." Ben shot even more water to even less effect. Kevin stretched his body around the water blasts using his liquid-like form.

"You really don't get it, do you?"

"Get what, exactly?"

Kevin grunted. "That guy I was attacking? He deserved it. Got off scot free for rape."

"Wait, what?"

"How's it feel to have that blind eye opened, Tennyson?"

"What the hell are y-"

"I'm just saying. You're going from city to city and only solving one problem, what the hell kind of hero are you?" Kevin's fist punched Ben in the face. He winced, before he realized what had happened.

"Also, I'm way better at sneak attacks!" Kevin grinned. Kevin had upgraded a percentage of the train to jury rigg a makeshift mechanical fist. Ben widened his eyes.

"Look, Kevin! We'll talk! Just please, for the love of god, don't take out the entire train cause of one bastard!" Kevin took more from the train, forming a secondary fist and lunged at Ben. He moved out of the way. "Too slow!" Ben grinned, as he shot out ice cold water. The water froze upon contact with Kevin's makeshift arms, splintering them apart.

Kevin's eye slowly glared at Ben, before it let go of the train, flying away like a parachute. Ben gasped, before he heard a horn honk next to him.

"Ben!" Max yelled. "We'll handle the car! You go after Kevin!"

Ben nodded, and then propelled himself after Kevin.

"Alright, now we just have to take care of the train and-" Max was cut off by something blasting a side mirror off the RV. Max turned to see a squadron of red, box-shaped robots. Their eyes were glowing red and they had a white skull face emblemed onto their front. Their lasers immediately fired on the RV, swarming the vehicle like angry wasps.

"What do these guys want?!" Ruby yelled as she pulled out her weapon.

"Something tells me they want Kevin too," Anna said as she formed a paper sabre.

Verdona shook her head. "Or they already have him."

Everyone shared a grim look before they prepared for battle.

Somewhere far from San Francisco, a shadowy figure watched the footage of Ben and Kevin's current fight.

"They certainly are something else," a sinister voice whispered, "aren't they, master?"

Vilgax grunted in agreement. He really couldn't say much else.

"I'm glad you agree. They will serve useful in the future…"


	13. Framed Part 2

Author's Note; Happy Birthday to E-10, special thanks to WinterWitch and Antipathy, and an extra special thanks to Rick for a major inspiration.

I'm very glad I took a hiatus when I did. A lot of the Reboot episodes helped shape some designs and names for future events. And yes, the song / band naming thing was inspired by Jojo's Bizarre Adventure. I'll put a full list of names at the end of the chapter, so you can avoid spoilers.

* * *

Kevin's only advantage was the wind, and Daft Punk was just like any other plastic bag. Ben smirked as he sped up to Kevin and tackled him. "Gotcha!"

"No you don't," Kevin taunted. Suddenly, from out of his eye, a smaller version of his Upgrade appeared. "Bye bye!" The thing joked, as it jumped out of body and down to a construction sight below. The body in Ben's arms dissolved into steam.

"Oh, come on!" Ben yelled, taking off after Kevin again. He landed himself near the construction site, and stepped into the abandoned area. He felt uneasy; every time he fought Kevin in one of these, something would change. And usually for the worst.

And once again, he was right.

Something clipped the back of Ben's head, making him stumble. He whirled around only to see nothing. Something else hit his face, making him bite his tongue, but Ben knew immediately what to do. He sprayed water on the ground, and suddenly, a familiar alien began spinning out and running into a wall.

Kevin's XLR8 was heavily-armored. He had blade like wheels and wears a green conoid helmet. Green scaly armor covered his entire body. He had dark green fins on his back, similar to the dorsal fins of a fish. His elbows and legs were sharply pointed, even more so than his original, and he had 4 claw-like fingers on each of his hands.

"Ow," Kevin groaned, rubbing at his face.

"So, what do you call this one? Speed Demon?"

"I call him Rush, actually." Kevin corrected him.

Ben chuckled derisively. "Oh geez, that's lame! At least I was clever with my name."

"Hey, it's a reference to the band, stupid!"

"Never heard of 'em."

Kevin grinned. "And you've definitely never heard of Black Ice!" Kevin's body suddenly transformed in front of him. His body was covered in durable dark purple crystals. Two crystal shards grew from out his back and a sharp point on his head. His shoulders sported spikes and his four-fingered hands became clawed. Ben had to admit, Diamondhead was a lot of things, but he'd never thought of him as _scary_.

He wore a sleeveless black bodysuit, with a jagged V-shaped portion on his upper torso colored light purple. Six rib-shaped crystal formations surrounded his waist. Crystal formations covered his knees like knee pads.

Kevin threw some rough punches at Ben, crystal spikes growing from his fists. Ben blocked each of them with his shell like arms, and struck back with a blast of water. Each blast at close range would have stripped the bark off a tree, but they only inconvenienced Kevin.

"Really, dude? That's the best you can do?" He laughed, throwing another punch. Ben propelled himself away, just as he heard that all too familiar beeping sound.

"Oh, come on, not now!" Ben yelled as he once again became human. He began fiddling with the watch the second he was human. "Come on! I need some help here, Omnitrix!"

"I don't get it," Kevin commented. "Why even go after me? I'm a hero."

"If that's what you wanna call yourself," Ben snapped. "Kevin, you seriously need help. Like, immediately. That's why I'm gonna have to take you in."

Kevin laughed. "So, what? You think you can even take me?"

"I absolutely can." Ben scowled. "It'll b when everyone else gets here."

"Yeah, 5 v 1. But for now..." Kevin grinned as his hand lit up. Black rocks began to surround his body, and his head was ignited a glorious red color; it hurt, to be honest, but Kevin was reveling in the moment anyway. Red flames spread around his skin, underneath the rocks, transforming him into a much more threatening looking Heatblast, that, admittedly, looked a whole lot cooler.

"I call this one Hot Shot," Kevin laughed, his voice low.

"...ok, it was cool until you told me his name," Ben said exasperatedly. "It's just _dumb!"_

"It's better than the dude who named an alien Ghostfreak!" Kevin frowned, obviously offended. "Besides...guess who doesn't have a time limit between transformations?" Ben's blood ran cold as Kevin suddenly began firing a barrage of fireballs at him. Ben ran, hoping the fire wouldn't get him, and for the watch to recharge in time. He was a sitting duck until then.

"What's wrong, Tennyson?" Kevin jeered, running after him. "Too scared to fight?"

"I swear, just give me a few minutes, and I'll show you!" Ben nervously yelled back.

"And where would be the fun in that?" Kevin laughed. He began shooting red fireballs from his mouth, each narrowly missing Ben. He gasped; this wasn't something Heatblast could normally do. Maybe Echo Echo, but not _Heatblast._ Ben knew there was always something up with his aliens, but for them to be stronger, even more skilled? That was a kick right to his pride.

The sting didn't last, though; the thought of Kevin being stronger left him as the Omnitrix glowed green. Ben grinned as he slapped down the faceplate, and white material covered his arm, then spread over his entire body. His ears formed into headphone pieces and cords began sticking out as they plugged into his back.

Ben quickly u-turned and began charging back at Kevin. Ben quickly split up, forming a line of clones. Kevin stopped and laughed. "This trick again, huh? Upset that I used it against you?"

"My style," one of the clones quipped. "Can't be copied!" Another one finished.

The clones all began to run around Kevin, unnerving him. He knew the scream was coming, so why weren't they doing it? Was this a joke? Kevin began throwing around fireballs, trying to hit the clones but they just kept reappearing and going and going-

And Kevin got angry. He slowly began to shed rocks, and gain more barnacle like plating...and just as they were about to scream, Kevin began releasing a wave of salt water. It was a tsunami of fury; salt water forced itself into the clones' mouths, causing them to choke and splutter, right before dissolving.

...except for one.

Ben coughed. "Not cool, dude," his voice rasped. "No fair changing your forms between-" Ben paused, as he looked at his hand. A portion of his hand was gone, or, maybe was peeled by Kevin's blast, who knew, because Ben was looking at Echo Echo's "muscles".

"W-what the?"

"What's the matter, Tennyson? Can't handle a little scratch?" From out his forearms, Kevin continued to expel high pressurized water at him. It would've been a fatal hit, but Ben managed to get out of the way. He clutched his hand, horrified at Kevin's power. His wound felt strange, like it was asleep, but at the same time had an electric, _awake_ feeling to it. He felt like he was running through syrup, his brain failing to catch up with his body.

"Oh, what? Still upset about your little scratch? This'll do something for you!" Kev put his all into his next shot; water shot at Ben from every pore on his body, making it unavoidable. As the water leapt to Ben, the Omnitrix began beeping and changed from it's regular green to a more vibrant, emerald green. Water coated the resulting flash, sweeping Ben into a nearby wall. He coughed and rubbed his eyes and found himself as Spidermonkey. A very wet one, too. (But one with both his hands, thank God.)

"Hey, that's my shtick! You're gonna pay for that, Tennyson!" Kevin fired another blast of water.

Ben slowly stood up, but snapped out of it as he leapt to avoid another attack. "Did you really say that?" he quipped, shaking off his fur. "Jeez, and I thought I was bad at jokes!" Kevin screamed angrily and fired a few more shots. Ben nimbly dodged the blasts and webbed Kevin's feet to the ground.

"Hey! Cut that out!" Kevin fired water at the webbing, and it dissolved like it was nothing. Kevin's head shot up, but Ben had already disappeared.

In reality, Ben was hiding behind one of the steel frames in the back of the construction site, praying he wouldn't be noticed.

"Come on out, itsy bitsy Spider! I wanna see how long it takes you to drown!"

Ben took a deep breath and tried to think. Kevin was at a huge disadvantage. He couldn't really do anything to the beams, unless he wanted to hurt himself again. Ben felt confident he could gain a quick upper hand...that is, until the watch started beeping. He gasped, as he heard Kevin move a little closer. "Gotta act fast!"

Kevin's form again changed, as Ben began blindly firing shots of webs at the thing. It was fast, even for all eight of Spidermonkey's eyes. Ben retreated back into a pipe, and the thing followed suit, only to be ensnared by a thick web. A now human Ben could now make out what he was fighting.

"That's one freaky parrot," Ben muttered.

Kevin struggled to get out, his lanky limbs unable to really move. His claws dangled just a few mere inches above Ben's face. "WHAT THE _**SQUAWK**_ IS WRONG WITH YOU, TENNYSON?"

"That should hold you until the others get here," Ben sighed. He tiredly rubbed the back of his neck.

Kevin attempted to angle his head more into the pipe, only to be kicked in the eye by Ben's size 6 shoes. He squawked in pain, his wings flapping rapidly...and then something clunked on the ground. Both boys stopped to stare at it.

"Uh, what was that?" Ben asked.

"Beats me," Kevin shrugged. "But if I had to guess, a lead pipe."

" _...uh oh."_

Turns out Spidermonkey's webs had held a ton of the site together, and now it was all falling apart. Steel whined and crunched above them, slipping out of skeleton frame and descending rapidly. Kevin made another quick slash to grab Ben.

"This isn't over!" He yelled, flailing his arms. A maroon energy whip sprung out of his arm and nearly cut Ben, before the rubble took him out. Ben leapt out of the way just in time, landing far away from the pile of cement and rocks. He wasn't sure if Kevin was crushed, like last time. He looked down at the Omnitrix; still red. Ben sighed and sat back a little, no longer hearing any sounds of steel falling around him or anything else that indicated danger. It was going to be a long while until someone came for him, so he might as well wait until the watch recha-

An alien hand burst through the rubble. Ben screamed as the hand struggled to grab him, not realizing he was all the way in the back of the tube. Ben covered his mouth, trying to breathe as quietly as possible so Kevin wouldn't find him. He saw it in a few movies, and it usually worked.

...usually.

"Beeeeeeennn," Kevin drawled out, half of his body uncovered. "Come out and plaaaaaay."

Ben forcefully slapped the Omnitrix a few times, only to hear that horrifying "out of power" sound. Shouldn't the watch be doing something? It never failed him in a time like this!

Kevin inched closer and closer. Ben closed his eyes and _screamed-_

A gunshot. Kevin roared in pain as he quickly reared back.

"Ruby!" Ben cried out happily, his voice drowned out by Kevin's screams of anguish.

"Hey, jurassic jerk!" Ruby cocked her weapon again. "Leave him alone!"

Kevin shot his head forward and roared at Ruby, as his hands started to pulsate with star energy. He ran past Ben and out of the tunnel, searching for familiar red and finding it.

Kevin shot a fiery laser at the huntress, and Ruby just managed to dodge in time. The blast hit the steel girder she had been perched on, melting it inside a huge explosion.

Ruby grunted as she lifted her weapon up and started slashing Aerosmith indiscriminately. Kevin blocked the blade with his massive wings as he charged up a massive blast of star energy underneath his "shield".

Ruby shot him in the head for good measure, but that didn't seem to do much good.

Kevin grunted and just said "fuck it". Dropping the energy blast, he created a massive flash bang. Ruby shielded her eyes, mentally bracing herself for some cheap trick from Kevin...

And, nothing.

Ruby looked up and blinked. "What?"

Ben poked his head out of the mess Kevin made. "...is he gone?"

"Yeah... yeah, I think so." Ruby walked over to Ben and kept Crescent Rose in its scythe form. "Where'd he even go?"

"Don't know," Ben said, brushing off himself. "And that's what worries me."

"Oh my gosh," Ruby looked around the place. "You two certainly... _destroyed_ the place."

"Believe me, his aliens are a lot worse than mine," Ben said, standing up. "Look what he did to my shirt!"

"Ben, you have like ten of the same shirt. Why does it even matter?"

"Whatever. Just help me look for him," Ben said. "I wounded him pretty badly, so he couldn't have gotten far."

"Hey, Ben?" Ruby called out. "Might wanna check this out."

Ben turned his head, and saw Ruby gesture to a trail of yellow. It smelt metallic and awful, which meant it was 100% blood. "Follow the yellow brick road, I guess," Ruby joked weakly. They followed it into the more constructed part of the site- from the look of the buildings, it was going to be some massive apartment complex. It was well shaded and had some more walls put up than what Ben had fought in just moments before.

 _He's hiding in here,_ Ben thought, looking down at his red faceplate. _He's most likely gonna ambush me...but I guess he won't account for Ruby._

"Hey, check it out!" Ruby tugged on Ben's arm. The path of yellow blood had briefly turned red, and then an odd pink color. Actually, it didn't really look like blood. It was too viscous to be ordinary blood. Ben couldn't put his finger on it.

"Ok, so what the hell did he turn into?" Ruby asked.

"I'm actually scared to answer that," Ben replied. "But we have to get the hell out of-" He couldn't finish his sentence. Suddenly, Ben and Ruby were ensnared by blood red and black tentacles, each drenched in that pink substance- it was ectoplasm! Ben looked up to see Kevin's horrific Ghostfreak. His body was gray-purple and he had black nails. Tentacles stuck out of his chest, with black lines all over everything. He had a blood red upside-down head with single red eye. Ben felt like he was staring into the face of the Grim Reaper. Spikes stuck out of shoulders, and he had spider like legs, sharp ones too.

"Did you really think it was that easy to get away from me, Tennyson?" Kevin taunted. His voice was like hell personified.

"L-let me go!" Ben yelled, as Kevin brought him closer.

Kevin laughed. "Or what? I thought you wanted to help me, hero! Too scared to do something? Are you gonna run back to your grandpa and flee the state, you little baby?"

"AT LEAST HE HAS SOMEONE TO RUN BACK TO!"

Ben froze. His head turned back to Ruby, whose bared teeth and deadly glare showed just how pissed off she was. But a moment later, regret took over. It was the wrong thing to say. Ruby knew this, if the hands around her mouth indicated anything. Kevin's face noticeably screwed up, like he was trying not to cry.

Ruby's eyes flickered to Ben. He didn't say anything. He didn't have to. The damage was done.

And Kevin just threw them across the room, smashing them into a wall. Ruby got up, and whipped out her scythe. Kevin merely floated there, staring at them with an unreadable expression.

"Well? Come on, fight me!" Ruby yelled defiantly.

"Black Sabbath," Kevin said ominously. "Personification of the void."

Kevin's form turned pure black, like a living 3D shadow. His single red eye ran down to his chest...and he just ran towards them. He phased through whatever steel poles were coming at him, but something wasn't right; when he passed through them, the part he touched vanished. It's almost like he was-

"Oh, hell no!" Ruby yelled, grabbing Ben's arm and running off. His Ghostfreak couldn't phase through materials, or even turn invisible...but the fact it could turn his body into a living void? Probably the worst thing Ruby had ever heard.

Ruby zipped through the metal maze, making sharp turns, but did it even matter? Kevin could both pass through anything and then disintegrate it into total oblivion. Silver lining? He wasn't that fast; if he really was, he could've caught up to her right now and just disintegrated her.

Ben finally got his bearings and yelled, in the angriest tone Ruby had ever heard from him, "WHAT THE _HELL_ IS WRONG WITH YOU?"

"IT JUST SLIPPED OUT!"

" _YOU DON'T JUST SAY THAT!"_

Ben and Ruby ran outside, right into the open. Which was stupid, because Kevin could see where they were! He had them in his vision, all he had to do was speed up a little bit more, and-

Suddenly, Kevin felt pain. Horrible, _burning_ pain.

Kevin screeched as he began to flail around wildly. Smoke emitted from his black body as he shriveled up. The sunlight was a blight on him, turning his alien body cancerous and tiny. Ben and Ruby could only watch in horror, bile rising in their throats as they slowly backed away. All they could feel was shock and pity, even though Kevin had tried to kill them both just moments before.

"You don't get it! Either of you!" Kevin rasped, as he reverted back to his human form. "You don't even know what I'm going through! I can remember every awful thing that's happened to me. Every time I remember how it used to be, I feel _sick._ " Kevin weakly got up. "Do you know what it's like, going from having a peaceful existence to sheer horror? It's the worst feeling imaginable. For these past few weeks, every time I fall asleep, I dream that everything is the way it used to be or that whatever happened was just some sick joke. And every time I wake up, it's like I'm being slammed against a brick wall every _fucking_ time."

"Kevin..." Ruby sounded sympathetic, as she reached out her hand to help him up.

"SHUT UP!" Kevin yelled, his fists clenched.

"Kevin, we're trying to help you!" Ben snapped. "You think pretending to be a darker version of me is honestly gonna help you mentally?"

"Oh, so you want me to be original? FINE! I'll give you original!" Kevin shouted back.

Kevin curled up in a ball, his skin glowing with red lightning. Suddenly, it appeared as if he were turning inside out, leaving behind a pink ball of muscle. The pink ball suddenly gained slits that opened up into reveal glowing red eyes, and four monstrous hands and four long tentacles popped out of him. Ben's jaw dropped. " _WHAT IS THAT?"_ he yelled, stepping back.

"This guy? I call him..." Kevin paused for dramatic effect. Lighting started to spark from his hands as he flew manically at the two. "STING!"

Ruby began firing at Sting, but it was pointless. Kevin's body had surrounded itself in electricity, and the bullets seemed to just pass through him. Ruby knew that it was going to be even more pointless to hash and slash him, especially when he was basically a giant sentient jellyfish. She grabbed Ben's arm and began to make a run for it. Maybe they could stall for time, until the adults got here...but how were they going to counter something they'd never fought before?

"I got an idea! You're gonna have to trust me on this one!" Ben reached for his Omnitrix, making Kevin laugh.

"Come on, Benny! You're an open book here! I know all your stupid tricks!"

"You may know all of them..." Ben smiled, turning the dial. He slapped down at a newer icon, and grinned as his body began to bloat and become surrounded by yellow plates. "But I don't think you've been introduced to CANNONBOLT!"

Kevin stared at his foe's much pudgier form and broke out into a fit of giggles. "Y'know, I haven't but I don't think he can help you here!" Kevin sent a crackle of lightning at the two. "What's he even do?"

Ben curled into a ball as the lightning. The attack shook his body but was ultimately ineffective. Ruby scurried behind him and shot him in Kevin's direction. "LEMME SHOW YOU!" Kevin gasped as Cannonbolt rammed into him and sent him flying. The two barreled through more of the wreckage, Kevin trying to fly away with Ben in hot pursuit.

"Hey! Wait up!" Ruby chased after them and disappeared in a flash of red.

(Anna, who had been munching on a chocolate chip cookie and drinking orange juice from a tall glass, looked up at Verdona. "You think we should help the kids anytime soon?"

Verdona set down her teacup, lips pursed in thought. Eventually she said, "Nah, we need to make our dramatic entrance. I'm sure the kids are fine. Besides, you need to get your blood sugar back up, those big attacks of yours take too much out of you."

"I know, but they get the job done faster without making me dangerously hypoglycemic. Prolonged fighting makes it _much_ worse," Anna said as she reached for another cookie. She was still pale and her hands were trembling slightly, but it was much better than when Anna had been unconscious earlier. She had flown from the camp at speeds that would make a fighter pilot jealous, only to go into two back to back battles with barely any rest in between? Verdona was surprised Anna hadn't dropped into a coma by now.

She patted Anna's arm and smiled reassuringly. "Just get your strength back, dear. It'll all be over soon enough.")

Ben slammed Kevin into the rubble, causing dust to fly all over the place. Ben grunted, his body completely covered. He uncurled his body and quickly searched the area. Kevin was gone. Did he flee, or was it a ruse for him to lower his guard?

Suddenly tentacles wrapped Ben tightly, preventing him from moving a muscle. They were tight, like they were ready to suffocate him.

"Neat trick," Kevin's voice teased, tightening its grip. "Mind if I try it out?"

Lightning suddenly ran through Cannonbolt's body. Ben screamed in pain as Kevin leered at him. Ben grabbed his tentacles through the pain and threw Kevin off him. He then re-entered his ball form and bounced off the ground and slammed into him again, then off of him, onto a conveniently placed pipe, and into the air-

And right back down onto Kevin's thin form.

Kevin dropped like lead onto the ground. Ben slammed right onto him again, just for good luck, and uncurled his body. Kevin groaned as he reverted back to human, barely moving. He was still breathing though.

"Guess I went a little bit too rough on you," Ben sighed, walking over to pick Kevin up. "Let's just get you to the others."

Suddenly Kevin's hand shot out, latching onto the Omnitrix. Ben gasped as Kevin started to drain the Omnitrix again, taking in the newer samples. Ben fell over, the overwhelming burst of energy weakening him and making blood flow out of his nose. Kevin grinned as he started to take on Cannonbolt's bulkier form, spikes growing on his shell…

"BEN!" Ruby yelled. Kevin cursed under his breath; he'd forgotten about Ruby.

"Maybe Tennyson's hiding some more aliens in this thing!" Kevin thought out loud, as he absorbed the watch once more. Vines suddenly ran up his arm, before it completely covered his body. His form became more animalistic, as claws grew from his hands and two more heads grew from his body, both snapping and snarling like rabid dogs.

Ruby paused in her tracks the second she saw the Cereberus alien, snarling and drooling over Ben. The beast began circling Ruby, trying to intimidate her. Ruby's eyes followed the monster, waiting for the right moment...and then spun around and pulled the trigger on Crescent Rose. Kevin dodged the shot, and Ruby transformed into a swirl of rose petals, slamming her blade into one of Kevin's front legs and cleaving it right off. Acid leaked from the wound, corroding the ground. Ruby grinned, as she leapt up to a higher vantage point, ready to snipe. She peered through the rifle's scope...and watched in absolute shock as the beast regenerated the leg like it was nothing.

The Cereberus roared angrily as vines shot out of its back, creating a massive web of cellulose. Some of the vines managed to ensnare the still unconscious Ben, blood streaking down his face.

"Gotta cut him out of there!" Ruby said to herself, jumping back into the fray. She quickly reloaded her weapon, dropping her empty cartridge and quickly shoving in a new one, this one with a flame symbol on it. Ruby jumped up high and blasted off at a higher speed than ever before, coming at the vines like a rocket; she converted the scythe to a sickle-shape and spun her way through the mass, cutting up and down, left and right, leaving bullets, rose petals, and burning body parts flying into the air.

Ruby landed on the ground, right near where Ben was being held up.

"Ruby!" Ben gasped, barely conscious.

"Save your strength!" Ruby told him, cutting down the vines with her scythe. "We need to get out of-"

"RUBY! Behind you!" Vines suddenly forced their way around Ruby, covering her from head to toe, her eyes barely visible. She dropped her weapon as she was carried away, hearing the scythe clatter loudly. She could still hear Ben screaming her name, but it was more muffled now. She squirmed to no avail, scared of what would happen to her…

...but then colorful paper literally sliced through her bindings, freeing her within seconds. Ruby landed in Verdona's arms.

"You ok, kiddo?" Verdona asked worriedly.

"Y-yeah." Ruby stuttered. "But what ab-" A stream of paper shot past them, raining down upon the vines and slicing them into shreds. A platform of paper lifted a confused Ben and Anna from out of the battlefield.

"That was awesome!" Ben gushed, his eyes wide and bright.

"Am I still weird to you now?" Anna smirked.

"...yeah, kinda."

"Why you gotta hurt me like this."

Kevin breathed heavily as he slumped over, his back to the wall. His left wrist was numb with pain, and it felt like something would burst out at any second. He clutched it, trying to ease the pain to no avail. Verdona slowly approached him, Anna dropping in beside her once Ben and Ruby were safely out of the way.

"Kevin," Verdona said soothingly, "we're honestly trying to help you."

"We were once in a position like you, kid," Anna sympathized. "We know why you're doing this."

"And what's that?" Kevin scoffed.

Anna took a deep breath. "It's the horror of losing control, isn't it?"

Kevin's facial expression twisted a bit. Anna knew she hit the nail dead on. "You're using your powers to the fullest right now. Even if it can make you happy-or at least a little less depressed-you'll still end up back in that pit, and you know it. In the end, it either won't make you happy at all, or, worse, they will, for a moment. But it won't make the horror go away. We know this, and we want to help you."

"I've seen what stuff like this can do to kids like you," Verdona sighed, "And believe me, not a day goes by where I wish I said more to help them…"

Kevin frowned. Maybe they were right. These past weeks had been a blur...and judging by the pain in his wrist, some medical attention sounded nice right now. Kevin weakly stood up…

And was suddenly protected by an unexpected blast of lasers. Verdona and Anna threw up shields made of their respective elements for a quick second...and then it was over. They dropped their shields to quickly examine the area. Kevin was gone, not a trace of him left behind.

Verdona sighed sadly. She didn't know if she would ever see Kevin again, but if she did...she knew it would either be at his lowest or in a body bag.

Back at the RV, Ben had calmed down. Ruby was making sure her weapon was in order (comforting it like it was a hurt animal) and Anna was writing something down in her journal. Verdona was talking into a high tech walkie talkie, no doubt reporting in. Max was out doing some shopping after his earlier session was... _interrupted_ by all that.

"I really got my ass handed to me back there," Ben sighed despondently.

"Seriously, what's Kevin's deal?" Ruby asked, exhaustion evident in the droop of her shoulders. "Why's he so demented?"

"Kevin's a child of abuse with an unstable mind, thanks to his powerset," Anna explained. "Not to mention, it looks like Kevin's taking on attributes from his stepfather. It's basically the cycle of abuse, we just need to get Kevin to break it."

"That's a lot to take in…" Ben frowned.

"And sadly, it's common." Anna put her hand on Ben's shoulder. "Sometimes, a kid like you can't do anything, no matter how much you try to help."

"But you're an adult!" Ruby protested. "Can't you do anything?"

Anna smiled sadly. "Sometimes, yes. Most of the time...no."

Ben laid his head on the table, prompting Ruby to pat his head to comfort him.

"Anyways," Anna got up out of her seat, "I should get going. That poor camp is probably falling apart without me. I'll file a report of the case as soon as I get back to my laptop."

Verdona nodded. "Say hi to Taiyang for me. And tell him to send his recipe for those strawberry cookies, they are absolutely the best."

"She's right," Ruby said, nodding her head in agreement. "She is absolutely right."

"I will, I will." Anna chuckled to herself. "See ya, magistrata." And with that, she jumped on a majestic paper crane and flew away into the clouds.

"...still think she's a little weird." Ben said quietly.

Kevin rubbed his pained wrist as a robot carefully scanned it. "So? What is it?"

"It's nothing more than a slight irritation from using your powers," Psyphon said, overlooking the results on his tablet. "Your overuse was justified, however. Tennyson was a much more formidable foe than the master intended."

"Speaking of which, where is he?" Kevin asked. "I really haven't seen Vilgax since he pitched his whole 'get the Omnitrix in much more deserving hands' plan to me."

"What do you need to know that for?" Psyphon questioned.

"I'm just saying," Kevin reasoned. "Not much of a boss if he doesn't even care to show or to our meetings, or even pay me! I risked my life out there today!"

"Your payment is medical observations and a place to hide from the law," Psyphon's tone was acidic, and his face twisted in a way that made Kevin realize he needed to tread with more caution. "Is that enough of an explanation?"

"Fine." Kevin frowned, ducking his head.

"You did well today, Kevin," Psyphon said placatingly. "The master appreciates your efforts."

"...thanks."

"Now, get some rest," Psyphon shooed him away. "Humans are recommended an eight hour sleep cycle. Your training for your new forms begins at dawn."

Kevin rolled his eyes. "Fine, fine. Good night." As soon as Kevin was out of the medical bay, Psyphon flicked his tablet back to Kevin's X-ray scans and zoomed in on his wrist.

"Interesting," Psyphon said, his face twisting into a sinister smile.

Kevin laid on his mattress and stared up at the empty ceiling. Back at his mom's place, Kevin had littered his ceiling with band posters and other stuff he thought would look great. On good nights, he would fall asleep listening to his personal playlist. It would help him clear his head and reach his personal form of "inner peace", a place away from Harvey. Right now, he needed that music. His head was overflowing with questions about everything that had happened today.

 _Am I being too brutal? Were they telling the truth? Wh-_

Suddenly, his left wrist burned again. Kevin sat up in his bed, howling in pain. He clutched his wrist, breathing heavily. If this was some side effect of his power, he thought it was a bullshit drawback. It was too much! It was like someone was flaying his wrist from the inside out!

 _AND THEN SOMETHING POPPED OUT OF HIS SKIN._

Kevin nervously looked down at his wrist and nearly gagged at what he saw: an Omnitrix. A literal Omnitrix, born from his own flesh. Kevin screamed again as the pain flared to life again.

"How fascinating," a voice in the doorway said. Kevin's eyes diverted to Psyphon, wearing surgical material. "I underestimated how quickly it would grow."

"W-what do you…"

"And didn't I tell you to fall asleep?" Psyphon casually accosted the boy, fixing his surgical mask. "Oh, no matter. I can work on you like this as well."

And Kevin just _**screamed-**_

* * *

 _Hot Shot, Radiohead, Black Ice, Rush, Brass Monkey, Kevin Eat World, Aerosmith, Daft Punk, Black Sabbath and Dead Sea...and Sting._


	14. Ben 10,000

Special thanks to Winter Witch, Antipathy, EnderTinman, E-10 and Carth. And a happy birthday to Razz!

* * *

The Rustbucket was parked in a heavily wooded area, with a cozy little campsite already setup. The scent of campfires wafted from all sides, along with a hint of wild flowers. Max and Verdona decided to take a long, romantic hike while the sun was still high in the sky.

"Hope you kids don't me stepping out for a bit," Max said, putting on some hiking shoes.

"Oh, no big deal." Ben beamed at them from the picnic table. "It's your special day, you can do what you want."

"Yeah! We'll be right here, waiting for you!" Ruby added brightly, plopping herself down onto the bench.

"Alright! Don't go anywhere then." Verdona winked at them as she shut the door. Ben and Ruby relaxed in their seats as they watched the pair walk away, fingers intertwined. Max and Verdona were soon out of sight.

The kids shot out of their seats and screamed in panic.

"Completely forgot it was Grandpa's birthday today!" Ben babbled, awkwardly running around the picnic table.

"You're his grandson," Ruby snapped at him, "you should _absolutely_ know when your relatives birthdays are!"

"Ok, so when's your uncle's birthday?"

Ruby paused for a few seconds to think.

"Shut up!" She tried to punch Ben in the arm, but he had already walked away.

Ben rolled his eyes before surveying the area. Nodding once, he brought up the Omnitrix and fiddled with the dial. "Know any good cake shops nearby?"

Ruby thought for a moment. "There should be one in town. Although, I doubt they'll serve an alien velociraptor."

Ben snickered as the dial popped up. Just then the wind picked up, leaves and twigs shooting through the air like they were being pulled toward the north. Two sets of eyes turned to a glowing blue portal that burst into existence when they weren't looking.

"Oooookay?" Ruby rubbed her eyes. "This is a new one."

A golden tentacle shot out of the portal, blindly trashing the area. Ben and Ruby jumped away just as the tentacle crushed the picnic table. "I am absolutely lost," Ben stated.

The tentacle suddenly latched onto Ruby's ankle, dangling her off the ground while she shrieked. Ben blinked and she was thrown into the portal, the tentacle weaving around for him.

"RUBY!" Ben yelled as he dodged the appendage, slapping down the watch as he threw himself into the portal. Ben emerged on the other side as Heatblast, and looked around for the tentacle...only to stare, wide eyed and confused. Seconds ago he was in a forested area, covered in lush foliage. He now stood in a giant futuristic city, with strange, blinking buildings and aliens walking around like it was no big deal. A giant statue loomed behind him, almost as large as the buildings that surrounded it. Ben scratched his head, lost for words but taking it rather well, all things considered.

Just in time too, a large shadow was blotting out the sun.

"Ben!"

He turned to see a giant octopus monster with at least 10 long tendrils. Ben fired a barrage of fire balls at the monster, to no avail. The octopus, unfazed, started slamming down a crystalline tentacle. Ben dodged a few more attacks before he channeled his flames through the ground, creating a small platform for him to fly around on, confusing the beast even more.

With a tentacle wrapped around her waist, Ruby sliced at it with Crescent Rose, easily freeing herself. She fell ten feet and rolled to the ground, popping up like a gymnast. The severed tentacle, however, was oddly plant like in nature. A green root sprouted out of the wound and reattached to the place where it was severed.

Ben and Ruby regrouped and hid behind the statue. The tentacles started thrashing everywhere it could reach, and that's when Ben and Ruby got a closer look; it seemed to have a tentacle for some of Ben's aliens; Diamondhead, Upgrade, Heatblast, and a bunch of other aliens Ben had never seen before. A strange yellow and black tentacle with a pincer like hand suddenly began to attract all metal based tech to itself, and forced it into the Upgrade tendril. The tendril then upgraded itself into a giant chainsaw and started swinging at Ben and Ruby. The children ducked as it quickly bisected the statue, the top half falling and crushing the road beneath it.

Ben chuckled nervously. "Hope that was no one important."

"Oh, it was probably some nobody...named…" Ruby eyed the giant plaque on the base, and her eyes widened in shock. "...nevermind! They were important alright! Check it out!"

Ben carefully eyed the plaque, and his jaw dropped. "Ben Ten... _Thousand?_ " he read aloud. " _Hero of Heroes?!_ No freaking-"

"HUUUUUUUUUMUNGOUSAUR!"

The ground shook, buildings swaying in the aftershock. Ben and Ruby turned to see a giant Godzilla like monster suddenly punch the octopus in the face. The godzilla monster was a large, dinosaur humanoid. He had light and dark brown skin, with brown and yellow plating around his body, with a maced tail that extended up his back and into his spine. He had thick, pronounced plating, and extra spikes on his octopus retaliated by attacking the monster with the chainsaw arm, but the humanoid caught it between his hands and SHATTERED it. Ben and Ruby's jaws dropped in amazement, as Ben noticed something about the monster-

There was an Omnitrix symbol on its chest!

"OH MY GOD, THAT'S ME!" Ben cheered, excitedly jumping up and down.

"Yeah, the lame alien name checks out," Ruby muttered to herself.

Humumgousaur knocked the beast to the ground and stomped on its head like it was a bug. The ground shook with each stomp, but the people below seemed relatively unfazed. Ben and Ruby watched in absolute glee as Humungousaur suddenly turned a vibrant green and shrunk down. Ben and Ruby ran over to see a strange crab like alien taking observations of the alien. It had pincers for hands and six legs. It lacked a mouth, but its eyes brimmed with intelligence.

The crab turned around to see the young Ben and Ruby, who awkwardly waved back. The crab's shell popped open, revealing his pink and gray brain. Ben and Ruby gagged as the crab stared intensely at the both of them.

"What's he doing?" Ben questioned.

"I think it's reading our minds. Or something like that."

The crab nodded, before he reverted back to human. What stood in his place was an older version of Ben, with his hair slicked back, a full beard, and a very muscular build. He wore a black striped white shirt with short sleeves, black fingerless gloves, green cargo pants, and black boots. "So, the squid dragged you here, huh?" His voice was deep yet gentle. "Sorry about that. Guess that was the Clockwork arm."

Ben reverted back to human too, and was awestruck just staring at his future self. "Are you…"

Ben 10k chuckled to himself. "That's right, Ben, I'm you. But even more awesome." He shook Ben's hand with an iron grip. "Ben Ten Thousand, at your service."

"Holy fuck, you got BIG!" Ruby blurted out, in spite of herself.

Ben 10k scratched the back of his head. "Yeah, hit a big growth spurt in high school." He then grimaced. "But somehow still the shortest kid in your squadron."

Ben's eyes lit up at hearing that last word. "I get my own personal squadron?"

"Possibly." Ben 10k then quickly scanned the area, as if looking for someone. The area was clear, but something told the older Ben not to trust this place. "This isn't the place to discuss this though. I know where we can talk."

In a flash of green light, Ben 10k turned into XLR8 and picked up the two, zooming across the city within seconds. The wind hit their faces like daggers; Ben 10k had certainly gotten faster since he was a kid.

"That octopus I just fought," Ben 10k explained, "was a recent experiment of Animo. It was causing trouble in the Washington district, so I decided to take care of it."

"Animo?" Ruby repeated, her voice nearly lost to the wind. "He's still around?"

"Thought he would've croaked by now," Ben added. "The dude looks like he's one step away from death in our time."

Ben 10k chuckled. "I thought the same thing. He's been causing trouble ever since he escaped a few years back. I'm still not really sure if he's just gonna hide in the shadows or show his ugly mug again."

"So, what was up with that octopus having all those alien powers?" Ruby asked. "Some of them didn't even look like they came from the watch."

Ben 10k shook his head. "Still can't figure that out myself, to be honest. I tend to keep a close eye on my belongings, ever since…" Ben 10k then stumbled over his words and came to a complete stop. "Oh, whoops, that could be spoilers."

Ben raised an eyebrow. "Could?"

"That's another story." And with that, Ben 10k returned to racing down the street. Ben and Ruby looked at each other and shrugged.

"The future is weird," Ben declared.

"Pffft, wait till you see who becomes president!"

After a few more minutes of speeding through the country, Ben 10k came to a halt and set the two down. Ben and Ruby looked around; they were in a silvery and black living room with high tech computers built into the walls and floors. Someone had taken the time to make the area more homey- the concave center had pillows and throw rugs and blankets nesting inside; an enormous yet ultra thin television made up one wall; and the ceiling had multi-colored, blinking LED lights that reminded the children of fairy lights.

"Welcome to my humble abode," Ben 10k said proudly as he reverted back to his human form. "Roomy, isn't it?

Something then caught Ruby's eye. She tugged Ben's arm and pointed to the window. The children raced over to the nearest window and held their hands against the glass, jaws dropping as they took in the perfect view of Mount Rushmore.

"No way," Ben said, his voice in disbelief. "You're right near the Rushmore base?"

"Yep." Ben 10k smiled. "Ever since Max and Verdona retired to Mars, I've been the acting Magister of Rushmore for a few years now. Have to keep tabs on the place, after all."

Ben flashed a wide grin. "Oh, I am _so_ loving my future."

"Your _possible_ future," Ben 10k corrected him.

"Why do you keep saying that? Isn't everything set in stone right now?"

Ben 10k scratched his chin. "How can I explain this… Do you remember that episode of Sumo Slammers, _Elder Ishyama_?"

Ruby nodded. "Oh! That was the episode where Ishyama's partner from the future brings the Ishyama of the present to their timeline because the future Ishyama was losing his way, and straying from his sworn code."

"Personal favorite of mine," Ben added. "Especially when past Ishiyama and future Ishiyama teamed up to fight Kenko, who'd been revived by the witch Wuya. She looked _weird_ in that episode."

Ruby snorted. "Well, yeah, if your spirit had forcibly possessed some robot, you'd look weird too."

"Yeah..." Ben 10k walked over to his computer and started to type. "But do you remember the episode from the third iteration, Mega Sumo? Specifically the episode _Elder Ishiyama Returns?_ "

"Yeah, just came out a few months ago," Ben replied. "They brought in a different Ishiyama, one that remembered the events of _Elder Ishyama_. They also brought up alternate timelines and stuff like that."

"So, what you're getting at is…" Ruby said slowly, "this could be an alternate timeline?"

Ben 10k nodded. "I honestly don't remember any of this happening. Meeting my younger self and his friend, the octopus fight, nothing. Which can only mean that this is an alternate version of your future."

Just then, an alarm went off. A notification popped up on a big computer screen, and Ben 10k quickly glanced over it.

"Intruders near Rushmore," Ben 10k explained. "DNA appears to be...irregular."

Ben paused. "Wait. Sensors can just tell what DNA someone has in the future?"

Ruby punched him in the arm again. "How is that somehow the most unrealistic thing?"

"Suit up!" Ben 10k directed the two. "I have a feeling these are more of Animo's tougher lackies."

Ben smirked as he activated the Omnitrix, scrolling to Cannonbolt's icon. "Time to rock and roll!" Ben quipped as he slapped it down, only to disappointingly become Upgrade. His circuit board face shrank in disappointment. "Upgrade? Aw man…"

Ben 10k suddenly tossed him and Ruby a cube each. "Hey buddy, keep in mind; you can have a lot more fun with future stuff." Ben pressed a button and it unfolded into a hoverboard.

"Woah!" Ben admired the board. It was a simple yet awesome design, made of neon green hard light and with the transparency of thick glass. "Where'd you get this?"

"An old friend gave it to me. Thought I could use it for a bit," Ben 10k explained.

Ruby eagerly pressed hers. It unfolded into an even more threatening hover board that resembled the Green Goblin's. She hopped on and flew out the window at top speed. "I AM THE GOD OF DESTRUCTION!"

Ben's pride was hurt yet again. "Ok, how come she gets the cooler stuff?"

"Says the kid with an alien watch." Ben 10k folded his arms. Suddenly, in a bright flash of green, Ben 10k instantly transformed into a hulking skeletal looking moth alien. (That entire sentence was a lot to take in.) He had a pale blue body with cyan patches on his arms, shoulders, legs, the back of his wings, and the back of his neck that resembled ice chunks. His face had blue cheeks and under jaw, a mouth that flashed his bluish white teeth, and large green eyes with dark green spots. His fingers and toes were pointed like sharp icicles. Ben 10k then soared out the window, with Ben following suit. He melded with the hoverboard, morphing it into a much larger hoverboard with Upgrade's circuit board design.

Ruby grinned as she rejoined the two of them. "Compensating for something?" Ruby teased, with a very cocky attitude. Ben 10k nearly choked on his breath when he heard that.

Ben's head poked out of the hoverboard, his "face" having changed from a circle to a question mark. "What's that mean?"

Ruby shrugged. "I dunno. My dad always says it to my uncle when he pulls out his weapon."

Ben 10k coughed. "You'll get it when you're older."

The three landed on the ground near the base. Ben 10k quickly surveyed the area, searching for their targets. "That's weird. The scanner said they were right here-"

Suddenly, a spiked Cannonbolt-like gopher burst up from out of the ground to ambush Ben 10k. Said superhero simply phased through them. Thin ice grew from where the mutant had passed through, but it wasn't enough to really slow him down. From out of the hole, two more mutants crawled out; one looked like a hybrid between an Appoplexian and a cow, and the other looked like a hybrid between a sheep and a Loban.

Ben blinked. "This is different."

"LEMME TELL YA SOMETHING, BEN 10K!" Madcow roared, his veins nearly popping out of his neck. "CHAMPION OF THE ECTONURITE AND FULMINI WAR! MADCOW IS GONNA MAKE YOU WEEP FOR MERCY!"

"I am…" Ruby paused for dramatic effect. "...so confused."

"That's the future for ya," Ben 10k quipped as he turned intangible. He then phased through Madcow multiple times, freeze-drying him while the mutant struggled to stop him.

Ruby quickly shifted her weapon to its sniper mode and began to shoot fiery dust bullets at Wolfensheep. It ended up being ineffective; Wolfensheep's wool suddenly hardened like steel, forming porcupine like spikes. The bullets simply bounced off of him, landing on the ground. Ruby grimaced as the thing leapt at her.

Meanwhile, Ben maneuvered the hoverboard around, dodging as Roadhawg repeatedly tried to jump up and attack him. The Cannonbolt mutant managed to get one good hit in; the blow knocked Ben off the board and to the ground with a loud splat. Ben reformed just as Roadhawg was about to steam roll him. Ben's singular eye narrowed and shot out an optic blast, hitting the rodent right in the chest and knocking him through a few trees.

Meanwhile, Ruby was busy trying to cut through Wolfensheep, but his defense was nigh unbreakable. The beast slowly crept in on her. Her magazine was almost empty, much to her chagrin. "Stupid need to refill weaponry!" she cursed under her breath.

Ruby suddenly brightened; maybe she could use this to her advantage. She transformed into a burst of rose petals and zoomed around the stupid mutt, creating a rose tornado. The beast stumbled around, trying to read Ruby's movements.

"GOTCHA!" Ruby suddenly used her speed to ram Wolfensheep into a tree, sticking him in there; the exact second he released his metal quills to free himself, Ruby sliced him in the gut. The beast howled in pain, as Ruby began to slowly cut his chest open.

Meanwhile, Ben 10k continued to freeze Madcow with his ice breath, eventually freezing him into a block of ice. He smiled..but to his shock, the ice started to melt. Madcow burst from the ice, skin turning into burning rocks.

Ben 10k sighed. "Of course he would add Pyronite DNA. Lemme guess, cause you're 'burning with rage'?" Madcow started attacking wildly, using his flaming claws and brute force to out space Ben 10k, obviously his best strategy. But the hero simply just turned himself intangible and yawned. Eventually, Mad Cow began to tire himself out and wheezed heavily.

"You done?" Ben 10k sucker punched Madcow in the gut with an icy fist, and then watched him fall to the ground, frostbite covered the wound. The team regrouped back up in the center.

"Now that's a cool alien," Ben said in a very punny tone. Ben 10k scowled and whispered "haven't heard that one before" under his breath.

Ruby put her bloody hand on Ben's shoulder. "Dude, just no."

Ben 10k knelt down and examined the frozen beast. "Starting to notice a lot of familiar faces in these guys. Still don't know how he's getting my samples..."

"Maybe he built his own Omnitrix?" Ruby hypothesized. "I mean, it's the future, right? There's obviously some connections with alien races, maybe he-"

"Don't be ridiculous." Ben 10k brushed off the thought. "There's only one or two guys who were bright enough to try that. And believe me, one idiot nearly killed himself." Ben 10k went back to doing basic forensics on the beast.

Ben and Ruby shared a concerned glance.

* * *

Back in the lab, Ben 10k had a few windows open on one of his computers, revealing some intensely scribbled schematics for Rushmore, as well as many security cameras currently recording whatever was going on. The thawed out body of Madcow laid on a makeshift surgical table.

"After the Ectonurite-Fulmini wars, we tightened up security to keep every kinda threat out," Ben 10k explained. "...and also cause I kinda destroyed their faces."

" _ **President Rushmore is rolling in his grave,"**_ Ruby commented in a very ominous tone.

Ben 10k chuckled a bit, before returning his attention to the screen. "It's still strange Animo hasn't shown his ugly mug. I figured he would've gloated about surpassing the limits of biology or something."

"Maybe we can get this guy to talk?" Ben lightly prodded Madcow's head.

"Honestly was thinking the same thing." Ben 10k morphed into a much more matured and threatening Ghostfreak. His body was a lot more slender, and he had a few more visible eyes. Ben and Ruby got chills just looking at him. Ben 10k cracked his clawed fingers and forced his way into Madcow's body. Madcow struggled for a few seconds, before he suddenly sat up, his eyes turning green.

"What's up?" Ruby quizzed.

"It's weird," Ben 10k rasped. "These guys don't even have a semblance of a brain. I can't trace anything, or even examine memories. It's like an empty shell. Question is, how're they able to carry out basic functions, and even more complex ones?"

"Maybe he did surpass biological evolution…" Ben shivered as Ben 10k left the body. Madcow's body fell over with a dull thud.

"I have a feeling if he's able to do this...there could be a lot more to come." Ben 10k glowered.

Madcow's body suddenly sat up again, like a marionette on a string, and flashed a smile the Cheshire Cat would envy. "There is plenty to come, my shapeshifting adversary!" the mutant jeered in Animo's obnoxious tone. Without a second breath, Ben 10k shifted into a larger, matured Eatle, and slammed Madcow against the wall.

"What's wrong, Doc?" Ben 10k quipped. "Too scared to show your face? Afraid I'll kick your ass like old times?

"That's exactly the point!" Animo hissed, "my body is not immortal, Tennyson. But my army is!"

Suddenly, the sun was blotted out, casting unnatural shade all over the mountain. Ben 10k peered out the window and nearly choked on his breath; an entire winged army of Animo's creations was headed for his base. And worst of all, Ben 10k knew every name and part of each alien.

" _You son of a bitch!"_ Ben 10k pressed Animo deeper into the wall.

"Animo got busy," Ruby said quaveringly.

Animo laughed maniacally. "Indeed I did! My pets were primed to perfection, all thanks to the many samples I've acquired over these long years."

"How'd you even get them?" Ben 10k demanded angrily.

Animo just chuckled. "Some old wounds from your past, Ben. You could've healed them, but you gave up in the end."

" _What the hell are you talking about?"_

Animo's smirk grew in size. "Your old friend Kevin, of course! His corpse was so helpful for my cause!"

Ben 10k's face froze in horror.

"You see, I found that freak during his 'self imposed' exile or whatever," Animo went on, his glasses glinting maniacally, "and then I simply harvested his body for his watch. He didn't even seem to fight back! I just cut open his wrist, stole that knock off Omnitrix, and began my work. Of course, it was around that time I realized I could have fun with this. So, I did what any logical scientist would do... _turned myself into a hive mind!_ I can be everywhere and nowhere, all at once! So I must thank you, Tennyson. This is _truly_ my greatest accomplishment."

The room went silent, everyone staring at Ben 10k.

And then the hero bit Madcow's head off in anger. Ben and Ruby's eyes widened in shock as he hurled the corpse aside, slamming into a wall. Ben 10k took a deep breath and walked to the window, reverting back to his human form. Ben and Ruby noticeably backed away, horribly disturbed.

"Now what?" Ben asked, a slight tremble in his voice.

"I think we should leave this to your older self," Ruby said quietly.

"Yeah…" Ben nodded. "Yeah, I don't think older me wants the distraction."

Ben 10k looked fixedly at the mutant army. "I'm gonna be honest with you two," he began, startling the children. "I've made mistakes. Some have cost me a lot. A few keep me up at night. But my biggest one? How I just...gave up on Kevin. He deserved better. It was just sickening to put up with him, time after time, year after year...I kept giving him chances, and he just turned them away, every time. So, I just gave up. If he wasn't going to fix his own problems or even seek help, what was the point?"

Ben 10k suddenly transformed into a much more monstrous Astrodactyl. "...don't make the same mistakes I did. And hold down the fort." Ben 10K left without another word, flying towards the army and blasting holes through mutants with his star bolts.

A moment passed, then two, and then: "Is it really so bad if I gave up on Kevin?" Ben wondered out loud. "I mean, if he just kept throwing every chance I gave him back in my face-!"

"He ends up dead, Ben." Ruby said solemnly.

"But is that really my fault? Why should I get blamed for Kevin never owning up to his mistakes?" Ben defended himself.

"Believe me, kid." An older woman's voice came from the doorway. "If I had a second chance, I'd go back and help him too." Ben and Ruby turned around to see a slender woman in a white cloak. The woman took down her hood, revealing-

"Mom?" Ruby's voice was quiet and hopeful. The woman smiled softly.

"Dad says I'm becoming more and more like her everyday," the older Ruby said. She brushed some of her long red and black hair past her ear. Half of it was tied back by a simple black hair clip, but the rest of her hair gently framed her pale, heart-shaped face. Her eyes were bright and silvery, her long black eyelashes drawing more attention to their beauty.

Ben blinked. "So, wait, you're future Ruby?"

"Well," Ruby 10k drawled, "technically I'm present Ruby, but same diff, I guess."

"Why did...why did you really give up on Kevin?" Ben asked, his voice small.

The older Ruby sadly shook her head and put a hand on Ben's shoulder. "When we were all younger, we tried reaching out to Kevin for years. And he kept slapping our hands away. He just... He didn't want to change for the longest time, and if he ever wanted to, well, we were too tired to care at that point."

"You can just give up on people that easily?" Ruby spat out. "I thought you two were supposed to be heroes! Save whoever regardless of how they act!"

"We started reaching out to him when we were ten. We stopped when we were fifteen," Ruby 10k said flatly. "Most people would give up after year one. We may be heroes, but we're still human."

"Then what was the breaking point?" Ben asked, dreading the answer.

"Oh, you know," Ruby 10k said, with a forced, flippant tone. "He intentionally helped a Nazi-esque alien race infiltrate Earth so they could destroy it."

Ben's mouth slowly opened in horror. "Space Nazis exist?!"

"Well, yeah. Racism isn't solely a human thing, nor are 'ethnic cleansings' or genocide. Humans can be bastards, but so can aliens."

"...oh." Ben's brow furrowed. "In that case, I'm legitimately surprised you didn't give up on Kevin sooner."

"Well, that happened later in his life, right?" Ruby pointed out. "And this is an alternate timeline, there's still hope for our Kevin!" She looked to her older self hopefully.

Ruby 10k hesitated. "...maybe. Parallel worlds are a fickle thing. There's the slightest chance that we'll go through the same pain, the same memories...the same scars...but I've always remembered one thing: There's always hope for all, regardless of where they came from."

"I'm so fucking wise in the future," Ruby whispered, completely awestruck.

Ruby 10k snickered and patted her younger self on the head. "I forgot how cute I was back then. Hold down the fort, okay?" She then jumped out the window and turned into a stream of rose petals, rocketing her way through mutants and bisecting them with ease. In a blink of an eye ten creatures fell to the ground, more sure to follow.

Ben's jaw hung wide open. " _Holy shit."_

"I'm so cool in the future, oh my god," Ruby gushed.

Suddenly the tower started to shake, as Grimm hybrids started pouring in from the bottom. Ruby whipped out the Crescent Rose and Ben slapped down the Omnitrix and turned into Echo Echo.

"Make sure none of them get in here!" Ben warned. "I really don't feel like trashing this place."

Meanwhile, Ben 10k and future Ruby were both making short work of the airborne army. Ruby 10k sliced each mutant with relative ease, having targeted all weak points on the aliens within seconds. A much larger mutant swung a plant like fist at her, but she dodged in time by latching onto its arm. She then ran up the length and slashed at the monster's head one, two, three times… and then the monster's head _exploded_ into pure gore. Ruby grinned wildly as she fell, right before latching onto another mutant and forcibly using it as her 'ride' to obliterate more aliens.

Ben 10k, meanwhile, swapped with ease from alien to alien; a slime alien forced its way through a few chests, before changing to a threatening squid-like alien. His tendrils stretched out and snapped a few necks and thrashed a few more bodies around, before he launched himself up in the air. He then shifted to a planetoid-like alien that floated in the air.

"Ruby! Heads up!"

Future Ruby jumped off a few more mutants before landing on Ben's head. Ben then intensified the gravity around him, causing the mutants bones to just snap into dust from the sudden weight.

"What took you so long?" Ben 10k asked impatiently.

"Sorry!" Ruby 10k blushed. "That dragon Grimm was more of a challenge than I thought it would be."

"You literally took down one in a few seconds less than a month ago!" Ben 10k shot back.

"...ok, you ever step on a spider, and more baby spiders-"

"NOPE NOPE NOPE, don't wanna hear that," Ben 10k hurriedly slammed the army to the ground, flattening them. "Sweetie, angel, love of my life, I adore you but please, I REALLY don't want to hear that."

"Do the kids know about us being married, by the way?" Ruby 10k asked curiously.

"Why would I need to tell them that?"

"Good point. Mind if I go down for a closer look?" Ruby 10k asked. Gravattack slowly descended to the ground and Ruby hopped off, her red and black skirt settling down. She examined some of the monsters, before noticing something shiny in one of the open wounds.

"Hello, what do we have here?"

"I recognize that," Ben 10k said, reverting back to human form. He pulled the scrap piece out of the wound and eyed it carefully. It was a tiny insectoid-like microchip that squirmed uselessly in Ben 10k's hand. It was slightly crushed but still usable.

"Validus' work," Ben 10k declared. "Must be how he's doing the hive mind thing."

"Ok, so that explains that," Ruby 10k nodded. "So, what now?"

"...I think I've got an idea."

Meanwhile, Ben and Ruby were struggling to defend the base. Everytime they managed to kill one of Animo's monsters, more just seemed to flood in.

"How adorable," one of Animo's monsters quipped as Ruby decapitated it.

"You two think you have a chance of surviving this, don't you?" Another one laughed as Ben sonic screeched it out the window.

"I am beyond the both of you," a larger monster jeered as Ruby sliced its legs open and Ben forced it out of the room with a scream.

"You are just mere ants in th-" a slimy monster began to taunt them, but it froze halfway through its sentence. So did a lot of the other mutants, actually...and then they all began to explode and short circuit.

Ben looked at that scene, flabbergasted. "Uh, what just happened?"

Ruby's nose suddenly picked something up; it smelled like the air was burning. She looked around the room, thinking they probably started some sort of electrical fire. Then, out of the corner of her eye, she noticed something that was large, lilac...and also radiating energy from it.

It was as large as the dinosaur monster from earlier, maybe even larger; he had four sharp energy spikes protruding from both of his shoulders. His body was reinforced with gray rock armor that covered its head, chest, shoulders, some of the forearm, and everything from the thighs down. Moss, or something like moss, grew around his the rocky parts of his body. The main feature of his body, however, was this strange lilac energy, which had a somewhat green tint to it.

"What is that?" Ben gasped as he reverted back to human.

"I have no idea," Ruby gushed as they watched through the windows, "but holy hell does it look awesome!"

The alien slammed its hands together, concentrating intensely. The air around him slowly heated up as clouds gathered right above him. Ruby 10k reappeared next to the kids in a flash of red.

"You two might wanna get back for this one," she gasped, pulling them away from the window. "Shock Rock's one of Ben's 'S' class aliens."

"When do I get access to THAT?" Ben gleefully smiled.

"Not for a while, but I wish you got it earlier," Ruby 10k admitted.

Ben looked back at his future self; in his hands was a small, concentrated ball of energy. It didn't look like much, but something about it unnerved Ben. There was some ominous energies radiating from the thing…

Suddenly, Shock Rock crushed the thing between his hands, catching Ben off guard. The energy flowed through his body, before it unleashed a massive nuke; bright light erupted from him, and Ben had to close his eyes before the light seared them blind. But he could still hear, and it was like being in the eye of a hurricane, the destructive winds closing in around him, ripping the air right out of his lungs and making him feel so very tiny and afraid.

But soon the feeling passed, and the light faded slowly.

Ben rubbed his eyes. When he opened them back up, the land around Shock Rock was completely _destroyed_ , cracks in the earth widening into miniature canyons and entire boulders reduced to pebbles. Ash rained down from the sky where the mutant army once flew.

"What did he do?" Ruby whispered in awe.

"He used Shock Rock's energy conversion abilities to match the energy of the nanochips, fully weaponize it into a nuke, and then destroy all matches within the radius of the state," Ruby 10k explained calmly. "It's overkill, but I think it worked."

Shock Rock stood in the middle of the destruction, barely moving an inch. His energy seemed to have dulled in color from the attack. His breaths were heavy and spaced out unevenly...but he still had some power left in him. He slapped down the Omnitrix on his chest and shrank down to the size of a normal adult. Ben couldn't see what he'd turned into, but it was green and had a strange red and yellow colored head.

He lifted his fist above his head and slammed it back down to the Earth; it immediately started to shake before a forest burst out of the ground, lush foliage overtaking the attack site within seconds.

" _Whoa,"_ Ben breathed.

"Whoa is right," Ruby 10k nodded, walking over to him. "You're actually kinda scary in the future."

"What do you mean?"

"You have 1,900,003 samples of alien DNA currently residing on your wrist," Ruby 10k explained. "And you currently have access to 10,000 of them. That's not even a full percent. You are always growing, always unlocking new aliens to use and each time, you're getting stronger and stronger."

"So, what you're saying is…"

"Ben is the strongest thing in this universe," Ruby 10k admitted. "And by far, the scariest."

Ben and Ruby slowly took that in.

"Anyways, you guys want cookies?" Ruby 10k asked cheerfully.

"...Yeah, why not?" Ben shrugged. "What flavor you got?"

* * *

Ben 10k overlooked the land once more. Animo's presence was gone, and yet he still felt the now immortal doctor had a few more tricks up his sleeve. He always did before. But how he obtained it? Disgusting. Kevin was a problem child, but he absolutely did not deserve that fate. No one did.

"Everything ok?" Ben 10k turned to see his younger self, looking at him with concern.

"Yeah, I'm fine. Just...processing." Ben 10k sighed.

"I'm sorry about what happened to Kevin."

"It's not your fault, kid," Ben 10k admitted. "It's mine."

"...so, still mine."

"Alternate timeline, kid," Ben 10k reminded him gently. "That means you still have a chance to correct my mistakes."

"Huh?"

Ben 10k knelt down and put a hand on Ben's shoulder. "Don't be like me. Don't even think of giving up on Kevin, ok? That kid needs all the help he can get and we were stupid to push him away after a while. I just…" Ben 10k just looked so crestfallen that Ben had to say something.

"...I'll do it," he declared quietly.. "I'll get him away from his 'help' too."

Ben 10k perked up. "What did you say?" he asked, confused.

"His 'help.' He's in leagues with someone, I think. Helped him get away in San Francisco."

"...San Francisco? I never visited there with Grandpa…" Ben 10k said to himself, before smiling brightly. "Maybe, just maybe, there's still a bright future for Kevin Levin."

"Well, in an alternate timeline," Ben joked lightly.

"That's enough for me, kid," Ben 10k laughed. "Also, don't steal my jokes. Anyway, we should get you two back to your timeline. I have a feeling a certain someone's gonna get mad if we don't."

Ben raised an eyebrow. "Who's that?"

"As he would say, 'spoilers'," Ben 10k said in a faux British accent. Both Bens walked back into the main area, where Ruby was holding a freshly baked birthday cake.

"I'm surprised we whipped this up so quickly," Ruby said with a smile. "I bet Grandpa Max is gonna love this!"

"If I recall, when Ben went to get the cake in our timeline, he tripped literal inches before the campground and fell face first onto it," Ruby 10k chuckled.

"Well, glad I don't have to deal with that!" Ben snickered.

Ben 10k gave his wife a look of utmost betrayal. "W-why would you tell them that?"

"Well, how about I tell them about that popcorn fes-"

"Yeah, you kids should go now." Ben immediately transformed into a round semi-humanoid alien made of yellow armor. It had a translucent window on its chest which displayed its innards of various clockwork gears. His head was round and short, with a semi-circular rewind tool on top.

The tool winded up like a timer and suddenly spun back around. A small glowing circle appeared around Ben and Ruby. Ben waved goodbye while Ruby beamed, and they stepped through the portal right before it closed.

Ben 10k reverted and shook his head. "I swear I'll divorce if you do that again."

"Shut up, Tennyson," Ruby said with a teasing smirk. "You can't keep saying that, especially once the kid is born."

"...COME AGAIN?"


	15. Big Fat Alien Wedding

Happy America Day, American readers. And to non American readers...happy Thursday or Friday.

First off, sorry for missing last week. Something came up, and I will not go into it. Second; Gemstones now has a TV Tropes page in desperate need of some love, so, can y'all please help contribute to that? :D

Third: I'm aware that a few days ago, the RWBBY story was discontinued...and before you ask, no, I didn't read it. I did read the farewell, and some of the choices, and...dumb. They were all dumb. Especially the Blake one. And Ben clone. And Ben x Weiss. They...don't really mesh. I also think...this guy completely forgot the purpose of fanfics. Fanfics aren't meant to follow canon. They're meant to be fun, creative projects that let you practice writing and They're meant to be fun and creative. Plus, with reviews, you can practice honing your skills. If you're devoted to it, good. If you take it seriously, great, but...don't get _**that**_ serious.

Fourth: This chapter, by far, is one of the funniest. Like, seriously. Based it off of Parks and Rec. Fancast wise, Ben's parents woukd be portrayed by Amy Poehler and Adam Scott.

Enjoy.

* * *

Ben grunted and gasped for air as the tuxedo's collar squeezed his neck. He couldn't move his arms without the sleeves restricting blood flow, and the rest of the suit didn't fit him much better. "Don't think- I can handle this- much longer…"

"Just hold on," Max comforted him, handing Verdona a pair of scissors. Verdona guided the scissors carefully along the inside, cutting whatever she needed to make her grandson be able to breathe again. Ruby covered her eyes in disgust.

"He is a CHILD!" she cried. "Don't make him wear that ugly thing! Please!"

"Gotta get- out of here!" Ben rasped, his left hand reaching for the Omnitrix. "Going hero!"

Verdona frowned and slapped his hand. "Not on my watch," she quipped (Ruby now knew where Ben got his humor from). She smoothed out his hair with gentle fingers. "There. Now aren't you dapper?"

"It's so hideous…" Ruby murmured, looking at the mirror in horror. "How old is that thing?"

"It's a family heirloom. I wore it when I was Ben's age," Max said proudly. "And Carl and Frank wore it when they were Ben's age. And soon, Ben will give that to someone to wear when they're Ben's age!"

 _I'm burning this suit,_ Ben thought to himself. _The future will thank me._

"That's not something to smile about," Ruby said disgustedly. "God knows what that suit is made of."

"Needles and itching powder," Ben whimpered as Verdona undid one of his shirt buttons. Ben took in a deep inhale of air and lifted his chin. "The only thing worse than going _to_ a stupid old boring wedding is being _in_ a stupid old boring wedding. Why can't they find someone else to be the ring bearer?"

"You'll live. It's only going to be for a weekend. You should appreciate the time and sacrifices your cousin Joel and Aunt Camille have put into this wedding." Max said chidingly.

"They even picked the same location where we got married!" Verdona smiled. "Oh, being here brings back memories, doesn't it, Maxie?"

"Oh, you know it, sweetie!"

Ben fake gagged. "Oh, please don't do this to me."

"I feel I should mention I shouldn't even be here." Ruby butted in. "So, do I get a pass on the wedding or…"

"Well, Ruby, if one of Camille's cousins can't make it, you'll have to be the flower girl," Verdona said.

"I swear to Oum, if someone makes a joke about me being the flower girl just because of my last name…" Ruby hissed. "Ask them to put my name in as Ruby Xiao Long."

Just then, there was a knock at the door of the RV. Max opened it to see a tall, reedy man with stylized messy brown hair, chocolate brown eyes, and a bit of a five o'clock shadow. He was wearing a white button up, a dark blue blazer, black slacks, and a dark blue tie. The smile he gave Max was eerily familiar, and Ruby had to look at the older man and Ben twice before it sunk in.

"Hey, dad," Ben's dad said jovially.

"Carl!" Max, overjoyed to see his son, immediately wrapped him in a hug. "It's been a while!"

"OH MY GOD, YOU HAVE TO HELP ME!" Ben shrieked from the inside of the RV. "I'M A PRISONER!"

Carl developed a thousand yard stare. "I see you put the tux on him." Shaking off the horror, he walked into the Rustbucket and hugged his mother tightly. "It's been ages, mom. You need to visit more." Carl let go and stared at his son. "Did you loosen the threads for him?" he asked.

Verdona nodded. "Did my best to make sure Ben wouldn't be blue in the face during the entire ceremony. He should be able to breathe."

"This," Ben rasped weakly, "is the worst pain _in my life."_

Carl patted his son on the shoulder. "If it makes you feel any better, I wanted to burn that thing when I was your age."

Ben considered that. "Ok, that sort of makes me feel _slightly_ better."

"How's your summer been, Ben?" his father asked casually. "I've heard some interesting things from your grandpa."

Ben's eyes quickly darted to the Omnitrix and back at his dad. "Define interesting."

Carl raised an eyebrow. "Well, you've been all over the country, right? I'm sure you had some adventures."

"Uh...it was just me…" Ben paused, wracking his brain for an excuse. "...enjoying the spirit of America?"

"Good answer," Ruby said, sarcasm dripping from her voice.

"Fight me, Xiao Long."

"You'd lose, Tennyson," she drawled teasingly.

"You must be Ruby," Carl said with a smile, holding out his hand. "Glad to see Ben's making new friends."

Ruby shook his hand happily. "And as his friend, I would personally help in burning that hideous tux."

Carl laughed. "No wonder you two get along so well."

"So, where's Sandra?" Max cut in.

"Checking in at the lobby," he explained briefly. "And also trying to avoid family drama."

"Drama?" That got Ben's attention. He didn't know much about Joel or his new aunt. Joel hadn't visited often while he was growing up, and besides, Ben was always kept in the dark about any weird family history.

Verdona sighed. "Let's just say Camille's family relationship with your great aunt and uncle is...complicated."

"Come on, it can't be THAT bad." Ruby said, raising an eyebrow.

* * *

 **[SETTING: A SMALL CONFERENCE ROOM. THERE IS A LONG OVAL TABLE IN THE CENTER, SURROUNDED BY COMFORTABLE CHAIRS. AN OVERHEAD PROJECTOR IS AT THE FRONT. RUBY SITS IN FRONT OF A CAMERA, HANDS CLASPED TIGHTLY TOGETHER, EYES HAUNTED.]**

"I didn't expect much going into this wedding," Ruby admitted, her voice small. "I mean, I've never been to one, but I've seen them on TV, ya know? I knew there would be hijinks and things going wrong, and there _always_ seems to be drama coming from the in-laws. But that dinner? It was just _painful."_

* * *

 **[Right before Dinner]**

Sandra Tennyson was a fairly tall, slender woman with shiny blonde hair styled into loose waves. Her eyes were the same shade of green as Ben's, and she had noticeable smile lines whenever her lips curled. She was dressed in a blue button up with hundreds of little red flowers printed on it, a black blazer mostly covering her top, and black slacks with comfortable matching shoes. She greeted her son warmly, gently pressing a kiss to his temple before pulling Ruby into a hug.

"It's so nice to meet you!" Sandra said, her pulling back so she could fix the younger girl a kind smile. "Max and Ben have only told me good things about you. I'm pretty sure Ben thinks you're the coolest person he's ever met."

"MOM!" Ben cried out, betrayed.

Ruby, who had been wondering if all moms' hug felt so nice, merely smirked at him. "Dude, I already know."

"While I love all the warm fuzzies, we should really be heading in," Verdona said with a strained smile. "Best not to keep everyone waiting."

Sandra's smile turned plastic. "Oh, I'm not looking forward to this."

Carl squeezed her shoulder comfortingly. "You've got your political face on, you can do this."

Max, Verdona, Ben's parents and the kids entered an extravagant looking dining room, with stone pillars and large round tables and what looked like stained glass on the windows. A dozen fancy trays of expensive food were atop serving trays nearby. Joel and Camille stood to the side, welcoming guests and thanking them for coming. Joel was a handsome, tall man with sleek black hair cut short, a sharp, square jawline, and casual clothes that stretched across his athletic frame. Camille was an equally beautiful woman with dark red hair, vibrant blue eyes set in a heart-shaped face, and a slender framed that showed off toned muscles.

"Joel!" Max greeted the two. "Good to see you again. Congratulations on the wedding!"

Joel looked at Max, relieved. "Oh, thank God, I'm so glad you're here. Maybe you can talk some sense into my parents."

Carl groaned. "Let me guess. It's about _that_ again, isn't it?"

"They've been talking nonstop about it all week!"

"Oh believe me," Sandra said with a grimace, "they've had plenty of time to get used to it. The fact they aren't is just upsetting."

Ben nudged Ruby with his elbow. "Did the bride murder someone?"

Ruby brushed the comment off. "Hush, spicy drama going on."

"Max!" A voice from across the room greeted. Ben's great uncle Gordon and great aunt Betty-Jean entered. Gordon was a fairly husky, stern looking man with his brown hair in a combover and what looked like a handlebar moustache covering his mouth. He was wearing a long sleeved brown shirt with a single button at the collar, khakis, and comfortable shoes. Betty-Jean had shoulder length auburn hair, slim black framed glasses covering her dark eyes, and a slight smirk on her painted pink lips. She was wearing a black tank top underneath a white cardigan with a faint cheetah print on the front, and paired with a fitted pair of jeans.

"I swear to God," Ruby whispered to Ben, "your family looks like a soap opera."

"Max, I'm so glad you're here." Gordon sounded just as relieved as his son. "Maybe you could talk some sense into these kids." Max rolled his eyes in disgust. Gordon rested his arm on his brother's shoulders. "You have to listen to me. This wedding is a horrible mistake."

Ben and Ruby shot a glance at each other and shrugged.

"Joel, listen to your uncle Max. He's got great plumbing advice." Gordon said to his son.

Ben was caught off guard by that. "Wait, do you mean…"

Gordon visibly panicked. "I mean...have you ever tried to fix a leaky faucet with…a wrench?"

"Not particularly, no."

"Well…" Gordon's brow furrowed. "You should! Good for a boy your age. Why, when I was 14-"

Carl raised an eyebrow. "Ben is not 14, Gordon."

Gordon looked flushed. "I...uh…"

"You should go back to trash talking the wedding," Ruby joked. "You seemed more prepared for that."

Gordon paused. "Who are you again?"

"Now now, Gordon. The kids are all grown up, who are we to get in the way?" A new voice entered the conversation. An older couple entered the room, a bodyguard tailing them. All three of them were dressed rather fancily compared to the others: the generic-looking bodyguard was in a tux; the man was dressed in a more casual suit, all blue save for his white shirt, with his dark hair sheared short and thin wire-framed glasses; and the woman was dressed in a dove gray dress with a purple scarf wrapped around her neck, her brown hair reaching her shoulders and her equally brown eyes as cold as ice.

"These are my parents, Clay and Lymus," Camille happily introduced the strangers.

"What's with the guard?" Ben wondered out loud.

"Oh," Sandra began, "The Manns are very famous politicians. They don't really travel anywhere without a guard due to personal reasons."

Ben eyed the guy up, noting a distinct lack of a walkie talkie, earpiece, or even a weapon. Plus, why was there only one? There should be more if they're that important. "Ok then...where are they from?"

Sandra darted her eyes around. "Um...uh…"

"They're from Europe," Verdona interjected from the back of the crowd.

"Yes, Europe!" Sandra repeated, "They're Europeans."

Lymus stared daggers into Joel's parents. "I'm so sorry we had to meet in such... _awkward_ circumstances."

Gordon and Betty Jean glared daggers back. "So are we."

Joel and Camille's parents continued to glare at one another, ignoring everyone else. Ben looked to the other adults, wondering if one of them was going to interrupt. It got so uncomfortable Camille took it upon herself to break it up. "How about we all just...eat dinner together, ok? No fighting, for just an hour or so, is that too much to ask?" There was a hint of annoyance in her voice.

Both families grimaced, before walking off. Ben chuckled to himself. "Maybe this won't be boring after all."

"It's been like this ever since the engagement," Joel said, shaking his head. "But this week? Everything's going wrong. The wedding venue got robbed, the cameraman's camera got smashed, the flowers all shriveled up and died…"

Max gave a soft smile and patted Joel on the back. "Don't worry, I'm sure it'll all work out." Joel smiled at that.

Camille smiled at Ben and Ruby. "And you must be Ben and Gwen! I've heard bits and pieces about you."

"Actually, this is a friend of mine. Gwen isn't here," Ben told her.

Camille looked a bit embarrassed. "Oh. Then you are…"

"...Ruby Xiao Long," she said, like a liar. "Speaking of which, where _is_ Gwen?"

"Well, Natalie and Frank decided to avoid the whole family drama and visit Gwen during her program's last week," Sandra explained. "They send their blessings...and an expensive wedding gift."

Ben smiled. "Oh, good. Now I don't have to see dweeb again this summer."

"Yeah, Joel's mentioned that you and Gwen don't get along." Camille noted. "Is it really true you stopped speaking to her for a full two months because of a stick of gum?"

Ben nodded. "Whatever you've heard, it's all true. Even the incident with the spaghetti and the dogs."

Camille processed that comment. "...huh. Weird."

Max chuckled. "Nothing's too weird for the Tennyson family, trust me."

And right as Max said that, cousin Sunny entered the scene, dressed all in black. She looked like she wanted to be anywhere but here, and put in some earbuds blasting My Chemical Romance.

Max blinked and shook his head. "...ok, except for maybe that. I don't...I don't know what this is."

 **[Dinner]**

"Wanna hear a joke?" Gordon yelled. No one looked like they wanted to hear it, but he said it anyway. "Okay, here goes: My ex-wife still misses me... but her aim is getting better!"

Everyone cringed. Gordon looked around for a different reaction. "Her aim is getting better!" He repeated. "You see, it's funny because marriage is terrible." Betty-Jean rolled her eyes. Joel looked like he was dying inside.

Carl then approached the kid's table. "You kids wanna sneak out of here and get some ice cream? I'm betting brain freeze won't hurt as much as all this."

Ben shrugged. "I could go for a shake or something."

"Yeah, this trainwreck of a dinner is getting way too out of hand." Ruby added. "Also, your cousin is freaking me out." Ruby pointed at Sunny. Sunny was doing the knife game, with Lucy singing the song.

"Oh, I have all my fingers, the knife goes chop chop chop~"

Carl stared at the girls, lost for words. "...alright, uh...just give me and your mom a few minutes, ok? You can wait outside."

Ben and Ruby stepped outside and took a deep breath of the night air. Ruby rubbed her forehead. "Suddenly I'm glad I'm in such a small family."

"I'm starting to see why I see those relatives once a year." Ben joked halfheartedly.

"Yeah, your great uncle really doesn't want this wedding to happen, huh?"

"That's what I'm trying to figure out. There's some uncovered drama about this wedding, and I'm probably not gonna learn about it till I'm like, 17 or something."

Ruby snickered. "Believe me, this is far worse than mine. Mine's just my dad making passive aggressive remarks at my uncle all the time."

"...can I just have that? Please?" Ben pleaded.

"Sorry, no family trades." Ruby folded her arms. "I don't wanna have an uncle who can't eat a piece of fruit without smashing it into his steak first."

Suddenly, a random van from the employee parking lot started up, the motor screeching. It sped out of the lot and started barreling towards the field where the wedding was set up. Ben and Ruby gasped before Ben scanned around quickly, chasing after the truck.

"If my parents ask, I went to run back to the RV for something!" Ben activated the watch and quickly scrolled to Cannonbolt's icon. Ben slammed it down, and within seconds he rolled towards the truck, cutting it off and smashing into the front before it got to the field, stopping it in its path. "Alright, wedding crasher, I don't know what the idea is but-"

Ben glanced up at the driver's seat, only to see it empty. Ben stared at the space like it personally offended him. Suddenly, a strange beeping sound went off from inside the car. Ben's eyes narrowed, and then immediately widened in fear.

"It's a bomb!"

Ben curled back into a ball and then rolled around to the other side of the car. He charged up a spin dash and slammed into the vehicle, sending it flying right into the nearby lake. The car sank into the waters and exploded, sending water everywhere. Ben took a deep breath as he saw the wedding venue, slightly wet but otherwise unharmed.

"That was a close one." He said to himself.

Suddenly, Ben's stubby little legs got ensnared by an energy whip, and he was mercilessly pulled to the ground. As he tried to stand back up, a gun was pointed at his face. He looked up...and was shocked to see Betty-Jean holding a Plumber rifle at him.

"Well, would you look at that?" Gordon smirked. "An Arburian Pelarota. Aliens. Can't trust anyone of them."

Betty-Jean cocked her weapon and pointed it back at Ben's giant face. "Who sent you?"

Ben put up his hands defensively. "Nobody, I swear! I don't even wanna be here!"

"Mom? Dad? What's going on?!"

He looked around to see the family had all gathered to see the commotion. Ben looked absolutely mortified to see them. Ruby was cringing along with him, empathizing with his pain.

"This alien was trying to ruin the wedding!" Gordon yelled.

"I was trying to _save_ the wedding!" Ben motioned to the floating debris in the lake. Betty-Jean slowly lowered her weapon, and Gordon shut off his whip. Both went over to look at the lake. "Now, to make a discreet getawa-"

The Omnitrix suddenly flashed red, and instantly reverted Ben back to human. Ben's face was frozen in absolute terror, as all eyes were on him. Ruby was dying on the inside just watching this.

"...huh." Gordon rustled his hair. "Good work kid."

Betty-Jean knelt down. "Did you happen to see who was in the truck?" Ben was still frozen in shock, unable to process. Why wasn't anyone freaking out?

"...I'll take that as a no."

"Hey, hey, I said no blasters this weekend!" Joel scolded his parents. "I'm gonna have to confiscate those."

Gordon grinned. "You heard him, Betty. Give him your blaster."

"And the whip too."

"Aw, dammit."

Everyone seemed to be more focused on the fact that Betty-Jean and Gordon brought weapons to the wedding rather than the fact Ben just turned into an alien. Ben shot a quick glance at Max, who shrugged and went to investigate the lake with Verdona. Sunny gave Ben an odd look and scoffed. "Weirdo."

Ben whipped his head back at Ruby...and standing behind her was Carl and Sandra, who were checking out the wreckage. Ben mentally freaked out.

He immediately went on the defensive. "Ok, now I know it looks bad but-"

Carl raised an eyebrow. "Wait, were you expecting me to be mad that you stopped that truck?"

"That was some quick thinking, Ben!" Sandra smiled.

Ruby and Ben were just about ready to scream in confusion.

"Wait, you're…" Ben lost track of his thoughts for a second. "...not weirded out by the fact that I'm an alien superhero?"

Carl looked at him blankly. "I mean, if you want me to, then sure."

"...I'm very confused." Ruby commented.

Sandra laughed. "How about we talk about this during ice cream?"

* * *

 **[IN THAT SAME CONFERENCE ROOM. BEN LOOKS AT THE CAMERA, GRABBING AT HIS HAIR AND MAKING IT STICK UP ON END.]**

"I-I don't get it? Since when do parents just accept that their kid can turn into aliens? Like, mom and dad are super tolerant about a lot of things, but I figured this would be the tipping point? I'm honestly expecting them to make me put a quarter in a jar every time I turn alien, like we already do that with the swear jar, so, I don't know? _My family is weird!"_

* * *

 **[Ice Cream Parlor]**

Carl and Sandra were certainly enjoying their sundaes, while Ben stared pensively at his chocolate milkshake. Ruby slowly took bites of her strawberry ice cream.

Sandra paused her delight for a few seconds. "Is everything ok? You haven't really touched your drink, sweetie."

Ben shook his head. "Sorry, just...processing."

"Eh, don't worry," Carl said, taking a bite out of a banana. "I had the same reaction when I found out my mom could shoot blasts of photons."

Ruby raised an eyebrow. "Wait, so you know about the Plumbers?"

He shrugged. "Eh, just some bits and pieces. I did get my college scholarship from some Plumber thing, helped do some government work at a few bases..."

"So you guys AREN'T bothered by the fact I'm an alien superhero?" Ben was especially weirded out by that.

"Oh, don't be ridiculous, Ben!" Sandra laughed. "Weirdness runs in this family. We'd honestly be more shocked if you were also an Osmosian."

It was then and there that Ben just decided to mentally accept that, yes, this was really happening. "Alright then…but, since you guys seem to know what's going on, I want a straight answer: what's the big deal with the wedding?"

Carl and Sandra froze; a first for the evening. The two looked at each other and nodded.

"Well, this may come as a shock, but…" Sandra paused for dramatic effect. "The bride's side of the family are aliens."

"Aliens? They don't look like aliens," Ruby commented.

"They're just in disguise for the wedding. Actually, they're one of the toughest races in the galaxy," Sandra explained. "So, good for Joel for landing a fighter."

Carl cleared his throat. "My memory isn't the best, but I remember your grandpa used to talk about this war between this alien race called the Lenopans and the Plumbers. Pretty dirty one too. Lasted for a few generations."

"Well, they were mud people, sweetheart."

"However," Carl continued, "a few years ago, your cousin Joel and Camille met and became close. A truce was formed from that single relationship, believe it or not. This is the first ever marriage between a Lenopan and a human. It could put an end to years of fighting. Camille's parents are politicians, and they've been lobbying for the war to end for quite a while. They see the wedding as some form of armistice, I guess."

"This is like a hardcore Disney princess story," Ruby said, scarfing down her ice cream.

"And someone doesn't want the wedding to happen." Ben frowned at that.

Carl nodded sadly. "Yep. That's family drama for you."

Ruby nudged Ben. "Well, we best keep our eyes open if there's something like that going on."

Ben sighed and took a big sip of his milkshake...only to regret it. He cringed in pain as his head felt like it had been frozen in the dead of winter.

"When did you all find out about the Plumbers?" Sandra asked, finishing up her snack.

"Well, I kinda knew before Ben," Ruby explained. "My mom and dad were friends with Max."

Ben nodded. "Found out a few weeks ago. Just...still kinda shocked you guys knew something about it."

Sandra smiled. "Oh, don't worry sweetie, we're very open minded."

Carl and Sandra chuckled as they continued to eat their ice cream. Ben and Ruby just shrugged and silently agreed with each other that they should just accept the weirdness.

* * *

 **[Wedding Venue, next day]**

Water Hazard climbed out of the lake, carrying some debris and putting it in a wheelbarrow. Ben wiped some "sweat" from his brow. "Ok, I think that's the last of it."

"Good work, kid." Gordon smiled. "We'll dispose of this later."

Ben brushed it off. "Ah, I can take care of that. I know someone who needs a good iron filled meal."

Gordon looked befuddled for a second, before he shook his head. He wheeled the debris off, just as Clay and Lymus Mann walked over. Clay studied Ben's Caskan form carefully, as if taking in the majesty of the moment. Ben noticed they were keeping their distance for some odd reason.

"Never thought I'd see the day I'd see this thing in action," Clay commented.

Ben was taken aback. "You guys know about the Omnitrix?"

Clay laughed. "Bits and pieces here and there."

"We heard old folk tales about it from our elders," Lymus continued. "We never believed them...until now."

"What do you mean?"

"Oh, just heard about more alien activity on Earth. More than usual, actually," Clay explained. "That thing is a magnet for trouble, isn't it?"

"Oh, you have no idea." Ben shook his head. "I literally fought a T-Rex this summer. If you told me that a year ago, I would've called you a hack time traveler."

Lymus chuckled. "I suppose we should thank you for last night. Camille's been dreaming about this day for years. I even helped plan some of it. I'm not one to see my good work go to waste, you know."

"Just doing my job." Ben jumped into a heroic pose. "All in a day's work, right?"

The Manns smiled at him before walking off. Ben reverted back to human and stepped back onto dry land, and then sat down on a bench with Grandpa Max.

Max handed Ben a water bottle. "Well, they're certainly putting you to work."

Ben popped open the bottle with ease. "Yeah. Promised a big paycheck for me. Since most of the other staff don't want to take care of this…" Ben chugged the water bottle in mere seconds.

"Well, when life gives you lemons…" Max quoted teasingly.

Ben wiped some water from his mouth. "Oh yeah, by the way, my parent's explained the whole thing to me."

Max nodded. "They mentioned that. How're you taking it?"

"Eh, it was kind of a shock, but I got used to it real quick."

"Believe me, you should've seen your mom's reaction when she found out." Max chuckled to himself.

Ben then realized someone was missing from the group. "By the way, where's Ruby?"

"Your parents took her into town to rent a dress for the wedding," Max explained. "She'll be back soon."

Joel approached the two of them. "Good work with cleaning out the lake, Ben." He smiled.

Ben stretched a bit. "Eh, it's not a big deal. Now, how about we talk about this paycheck?"

"Calm down," Joel chuckled. "We still have a few more things for you to do. Now, how good are you at sculpting?"

Ben looked confused.

For the rest of the week, Ben had to use his aliens to assist with wedding planning. Diamondhead had to make a crystalline sculpture of Camille and Joel, looking like a giant wedding topper. Upgrade had to repair the broken camera. (Ruby used it take a picture of Lucy with the camera, but a laser from the upgraded camera obliterated her muddy body...and then immediately reformed. Lucy was in hysterics while Ben and Ruby stared at a wall for hours, processing Lucy's reaction.) Wildvine had to make a bunch of flowers grow in a garden, and Ruby sliced through them with her scythe to make some bouquets. And finally, Astrodactyl had to do some romantic sky writing for Joel and Camille.

 **[CONFERENCE ROOM. BEN STARES INTO THE CAMERA GRUMPILY.]**

"I swear to God, if I don't make at least a couple thousand from this wedding, I'm throwing myself out of the RV while it's on a highway. Like, I don't mind putting my aliens to work, like it's great to use them without having to beat someone up. But the _in-laws?_ They're not even passive aggressive with each other, they're literally five seconds away from stabbing each other every time they have to interact. I thought the Manns _wanted_ this war to be over, but they're acting like Camille is making a horrible mistake. And why are Gorden and Betty-Jean so fucking _racist?_ It's a miracle Joel turned out so well."

[ **Wedding Venue, a day before the wedding]**

The pre-wedding dinner banquet was filled with all sorts of delightful scents. Ben felt like he was in heaven just walking past the kitchen.

Joel handed Ben's parents a check. "For his services."

Carl glances down at the check and nearly had a heart attack. Sandra actually spat out her drink. Carl shakily asked, "Are you sure you meant to write 3 zeroes?"

"Yeah, I'm sure of it."

 **[CONFERENCE ROOM. SANDRA STARED AT THE CAMERA BLANKLY.]**

"There is no way we can let Ben have access to this money. We've taught him the value of the dollar, but he's ten years old and takes after his father. We _might_ give him a little of that money now, but the majority is being saved for when he's older. There's just- how do we even justify giving a kid _that much money?"_

 **[CONFERENCE ROOM. CARL IS STARING INTO THE CAMERA, RUNNING HIS FINGERS THROUGH HIS HAIR AND MAKING IT STAND ON END.]**

"I COULD RECREATE THE IRON THRONE WITH THAT MONEY! AND THEY GIVE IT TO A TEN YEAR OLD?! I JUST- _WHY?!"_

 **[Back at the Wedding Venue]**

Joel went to rejoin Camille at the main table. Ben and Ruby broke off from the group and went to the kids' table. Lucy was pestering Ben with a million questions. "So, what's it like being an alien?"

Ben honestly didn't know why she was asking this one, considering she _was_ an alien. "Uh...it's like a good stretch, I guess."

Lucy clapped her hands in delight, her dark blue eyes sparkling. "Ohhhh! And you!" She waggled her finger at Ruby. "What's it like _mercilessly tearing through enemies with a giant scythe?_ "

Ruby flinched at her sudden tone whiplash. "...empowering?"

"Ohhhh, nice! Soooo, you guys ready for the wedding tomorrow?" Lucy asked, tucking a strand of blonde hair behind her ear.

Ben relaxed a bit. "Honestly, being the ring bearer doesn't seem too bad anymore when you're getting paid."

Ruby smiled. "I don't even have to do anything! I can just doze off during the wedding and wake up before the dinner!"

Lucy then teasingly prodded Ben's shoulder. "Also, are you ready to dance tomorrow?"

Ben's face paled. "Pardon?"

Lucy giggled. "You realize the ring bearer has to dance with the flower girl, right? And that would be moi~ "

"I don't know how to dance!" Ben stammered.

She laughed incessantly. "Well, you better learn~ and fast!" Lucy skipped away as Ben slumped in his chair. Sunny, who watched the whole thing unfold, glanced over at Ben.

"Loser," she declared, before returning back to her phone.

Ben slammed his face into the table. Ruby patted his head sympathetically. "Can you, like, slice off my head?" Ben pleaded. "I want to die painlessly."

Ruby sighed. "Sorry, don't have my scythe on me. I can do it later, though."

"That would be nice."

Clay then stood up and tapped his knife to his glass. All eyes were on him. He cleared his throat. "I really want to thank everyone for being here tonight. Tomorrow is a special and unforgettable day. How about we have a toast of a perfect pair of people who are so deeply and unapologetically in love with one another?"

The families raised their glasses. For the moment, all animosity was put aside for a small moment. "Let us toast to the incredibly exciting road that lies ahead of them."

Suddenly, one of the waiters in the restaurant started freaking out, throwing dishes all over the place. "THE GROOM'S BRIDE IS A WHORE!" he roared.

Everyone turned to look at the waiter, shocked and appalled.

"Camille!" The man yelled. "I am not letting you marry some filthy human without a fight!"

The man's skin starts to contort and bubble, before it turned itself in and out, revealing a purplish sludge monster underneath its skin; this was the Lenopan's true form, and it certainly looked disturbing.

Camille gasped. "It's my ex-boyfriend! How'd he find out about the wedding?"

"Why'd you break up with him?" Verdona asked.

"He was a terrible boyfriend and actor."

"Not true!" Camille's ex yelled. "I got the lead role in a play!"

"It was a one man play, Deefus, and it was absolutely garbage!" Camille yelled back.

"YOU TAKE THAT BACK!" Deefus started to destroy the place, smashing walls and throwing food across the room.

Ben grimaced. "I'm guessing that's the thing that tried to ruin the wedding a few nights ago," he said to himself as he hid under the table. He scrolled to Diamondhead's icon. "It's payback time!"

Ben slapped down the faceplate. White cloaked skin began to surround Ben's body from both his arms to the rest of his body. Striped tentacles ripped out of his chest out and slithered around Ben's neck. As black stripes formed around Ben's body, a green eye formed out as his pupil dilates. Ben poked his head out from the table.

Ben groaned. "Great. I'll spook him to death, I guess," he rasped.

Ruby ducked under the table. "Right now, I'd focus on getting everyone out."

Deefus grabbed Joel and pulled him away from the family table.

"Without our gear, we're sitting ducks!" Gordon yelled.

Deefus held Joel over his head, as if he was going to break him in half...but instead studied him carefully. "Hmmm…"

"W-what are you doing?" Joel asked.

"Studying my latest role!" Deefus replied. "I wanted to do the whole 'replace' thing, but I honestly didn't know what you looked like, so I'm just making sure I get your body right."

"...o...kay?"

Joel suddenly turned intangible and phased out of the hands of the ex. Deefus gasped as Ghostfreak became tangible again, and returned Joel to the family.

"Get out of here!" Ben yelled. "It's gonna get messy." Everyone fled the room in a hurry.

Deefus raised an eyebrow. "An Ectonurite? What are you doin' here?"

Ben shrugged. "Uh, friend of the groom?"

"Then you're no friend of mine!" Deefus attacked again, swinging its arm around the place. Ben easily phased through the attack, and used his tentacles to pierce the Lenopan, but they just got stuck inside him. The ex slowly started to suck Ben into its body.

"Uh oh."

Ben dissipated like mist, vanishing entirely. Deefus looked around the room, trying to locate Ben. He slowly crept around, before he noticed the chocolate fountain; earlier, it was producing something sweet, humans really liked it for some reason. He figured it was a beverage of sorts, but now some strange green goop flowing from it. It was glowing, too.

Ectoplasm suddenly sprayed itself at the ex. Ben was doing his best to "poltergeist" the room, having taken control of everything. The tables and chairs started flying at him, hitting him non stop. Pieces of the wall dug into his skin continuously, and that ectoplasm was seeping into his skin. Deefus screamed in pain before Ghostfreak made himself known.

"Nighty night!"

Ghostfreak tore off his grey skin to reveal his horrifying second skin, terrifying Deefus to his core...and he promptly fainted and oozed unto the ground. Ben took a deep breath as he casually put his skin back on. "Still freaked out by that," he muttered.

* * *

 **[Outside]**

Everyone was standing on the lawn, arguing about what to do next, while Max used some vacuum to suck up Deefus and put them in an energy cube.

Camille had her arms crossed. "We are _**NOT**_ cancelling my wedding." Her voice, normally kind, was filled with steel.

"You realize there will be civilians at the wedding tomorrow, right?" Gordon countered. "What if there's another alien attack?"

"Well, maybe just put it off till the end of the summer!" Ben cut in. "I'm sure this will all boil over somehow."

Joel put a hand on Ben's shoulder. "No. You've already set up too much, we don't want your hard work to go to waste!"

Ruby nudged Ben. "Still wanna get beheaded later?" He weakly nodded.

"Can we at least bring our Plumber gear?" Betty-Jean asked.

Joel shook his head. "No. No weapons."

Verdona grinned. "Besides, you've got some great weapons right here." Verdona's hands lit up, and Ben flashed the Omnitrix.

Lymus put her hands up. "Hey, hey! There's no need for weapons now, it's all over!"

"She's right." Sandra nodded. "It was just a typical disgruntled ex. Remember the one that showed up at our wedding, sweetheart?"

"Oh, yeah," Carl laughed. "Mom blasted him away with her photon blast, wish we video taped that."

Ben and Ruby stared at Sandra and Carl like they were crazy. "Who ARE you people?"

Joel shook his head. "Listen; regardless of what's going on, the wedding is happening tomorrow. No buts. Like Lymus said, it's all over."

"I wish I could believe that myself…" Max sighed as he looked at the cube.

 **[The Wedding]**

Pachelbel's Canon played softly. Camille and Joel stared lovingly into each other's eyes. The left side of the wedding had the Tennysons and Ruby, and to the right, the Manns. Ruby was sitting next to Carl, Sandra and Max. Ben was wearing that ugly burgundy suit, front row and center.

Ruby cringed. "That suit is so ugly on him."

"Aren't you wearing a burgundy dress right now?" Carl asked, raising an eyebrow.

"Burgundy is the color of a dress for a wedding. Never a wedding tux," Ruby stated.

The priest cleared his throat. "Dearly beloved, we are gathered here today to witness the union between Joel and Camille."

Ben nervously tugged on his tuxedo collar. Max gave him an appreciative thumbs up, while Ruby gave him a look of sorrow.

"This young bride and groom are an inspiration." The priest went on. "They remind us that love...conquers all. If anyone has a reason that these two should not wed, speak now or for-"

The priest couldn't finish his sentence. Mud wrapped around his mouth and suffocated him. Mr. Mann regenerated the portion of mud he fired from his arm.

Clay sneered. "Yeah, we have something to say."

A majority of the Manns all started to reveal their true forms. The bodyguard trapped Betty and Gordon and a majority of the Tennysons in a pile of mud. The priest started shoving people out of the way and screaming bloody murder.

"This wedding, and every human here...is about to be _canceled!"_ Clay said menacingly.

Camille looked horrified. "Mom, dad, what are you doing?"

Ben crossed his arms. "Let me guess; you two did the dirty work."

Lymus grinned. "Of course! Camille's been dreaming about this day for years. And I've planned every single event to perfection, till the brat intervened. I'm not one to see my good work go to waste."

Betty-Jean struggled to get free of her muddy prison. "What did I tell you? Once a sludge, always a sludge."

"They set up the ex-boyfriend to take the fall and divert the suspicion off of themselves," Ruby guessed. "Clever trick."

Clay nodded. "That...and _you!"_ He pointed accusingly at Ben.

Ben was floored. "Me? What do I have to do with any of this?"

"You ruined our partnership with the Limax one month prior to NOW!" Lymus scowled.

"Wait, those slimes from the desert? What do they have to do with anything?"

"We were going to help take out the remaining Plumbers on this miserable little planet," Clay hissed, "but YOU had to ruin everything!"

Ben shrugged. "Hey, just doing my job."

Lymus grinned. "We've accounted for all scenarios. We knew Joel was going to forbid weapons, so you're all defenseless. This will be an easy kill!"

Camille dramatically ripped off her wedding veil. "You forgot something, actually."

"And what's that?"

" _ **The bridezilla meltdown!"**_

Camille morphed into her monsterous true form. She slammed a giant club into her parents and sent them flying across the lake. She then jumpED across the way, ready to kill her parents. Everyone stared in confusion.

Joel grinned proudly. "She... _is gonna be my wife!"_

Ben, Max and Ruby approached the stuck Tennysons and tried to pull them out. Verdona prepared a photon blast. "Stand back! This might hurt a b-"

Suddenly, a pink ray of light shined through the mud, utterly destroying it. Everyone was briefly confused...and all eyes were suddenly on a glowing Sunny. She rolled her eyes.

"What?"

Verdona awkwardly grinned. "Well, good to know one of my grandchildren has the spark…"

Ben just shrugged before activating the watch, turning to Heatblast's icon and slapping down the faceplate. In an instant his body was engulfed in flames, before rocks started materializing on his body.

"I'll go help Camille with her parent problem! You guys take care of the rest of the family. And keep Joel away from the others!" Ben barked out some commands.

Carl and Sandra fled with Joel. Ben propelled himself across the lake, while Verdona powers up. She blasted a few Lenopans, but her blasts barely phased them. Ruby pulls Crescent Rose out of nowhere and started hacking and slashing through Lenopans, but to her shock, they just easily regenerated from their wounds.

"Just my luck." Ruby swapped out her normal bullets for some ice bullets, courtesy of her dad. She grinned evilly. "I can finally test these out."

She shot one dead in the chest, and it was immediately encased in ice. Verdona flew at it at top speeds, shattering it into pieces with her powered up fists. Betty-Jean and Gordon looked around helplessly.

Max pulled out a few blasters from his jacket pocket and threw them to the two. "Joel never said anything about me bringing weapons!" The two happily smiled and began blasting the bastards to hell and back.

Meanwhile, Ben was seriously struggling against Camille and her parents. He couldn't use his flamethrowers properly due to them constantly oozing and stretching their bodies. Camille, however, was having better luck; her body was a living weapon, capable of making anything to take out her anger.

Camille morphed her hand into a hammer and bashed her mom's head in.

"Oh, damn," Ben said, slowly backing away. Maybe she should let her settle this...suddenly, something wrapped around him like a python and threw him into the lake. It happened so fast, it took Ben a few seconds to even register it. Ben quickly swam up for air and turned back to the action; Camille was getting strangled by _her own father!_

"You stupid bitch!" he yelled, tightening his grip around her throat. "I wanted to just keep the damn bloodline pure, and YOU had to ruin it! Your generation is so sickening it makes me want to just-" Clay never got a chance to finish his sentence, as Ben suddenly shot at him with water.

"Thank you, Omnitrix!" Ben grinned. The Omnitrix had shifted him into the much more suited Water Hazard, thanks to Clay mindlessly tossing him into the lake. "Time to rain on your parade!"

Clay recoiled as Water Hazard blasted him again; the water melted him like acid through human skin. Ben grinned underneath his form. "Didn't think I would notice you hated water?"

"That should hold him for a bit," Camille said, rubbing her neck. "Water ruins our molecular structure, it'll be hours until he reforms."

"Then let's use that to our advantage!" he said with a smirk. Ben propelled himself high in the sky and shot down scythe-like blades of water at the attacking Lenopans; the blades cut their bodies into pieces, and caused them to melt into a useless pile of mush. Ben grinned- the battle for the wedding was over.

"For once, rainy weather saves a wedding," Max said with a smile.

* * *

Ben honestly didn't want to attend the after party. He made a quick excuse that his body was pretty damn tired after over exerting himself.

"Same here," Ruby fake yawned. "I just wanna go back to the RV and take a nap."

Joel and Camille shared a look and smiled. "That's fine by us, then," Joel told them. "You two have done enough for us this week."

"Besides, I now know which family members to avoid!" Camille said cheerfully. "You two go rest."

"I'll walk em back to the RV," Carl offered. "I do wanna talk with Ben real quick."

Ben perked up. Usually when his dad had one-on-one chats with him, it was about the future or grades or whatever. So, what was it now? Carl walked with the two back to the RV, paused, and looked around.

"Ok, if Max asks, I took the tuxedo home," Carl said in a hushed voice.

"Why do we have to say that?" Ruby asked curiously.

"Because we're burning this ugly thing," Carl declared before continuing on his way. Ben and Ruby shared another confused look.

"Your parents are weird." Ruby stated.

Ben smiled. "Wanna make smores over the tuxedo fire?"

" _HELL YEAH!"_


	16. Charmed, I'm Sure

...Oh, yeah, that's right, I need to put out a chapter! Sorry, got caught up writing the finale.

Big thanks to WinterWitch for editing all this, and welcome to PrimalFan and Vvallahi to the crew.

* * *

The RV departed from the bus station, with Gwen in the back. She was wearing something casual for once: a blue raglan shirt with a cat symbol on her chest, paired with white capris and white and blue sneakers. A dark blue hair clip kept some of her short orange hair out of her face. Ben gave her a disdainful look, while Ruby did her best to ignore her; her current technique was just burying her face in her DS.

"Thanks again for picking me up from the bus station, Grandpa," Gwen said sweetly.

Max chuckled. "Not a problem, pumpkin. We were heading to Las Vegas for a convention when your folks called and asked me to let you join for the rest of summer. I can't say no to my only granddaughter, you know!"

"Yeah, that was a fun surprise," Ben said coldly.

Gwen glared at him. "Hey...You guys haven't been anywhere with those alien attacks, right?"

The RV went silent. Ben and Ruby did their best not to look at each other.

"Uh, thankfully not," Max said before the silence got too long.

"Yeah," Ruby laughed, "There hasn't been any weird alien activity near us. Right Ben?"

Ben gave a nervous smile. "Course not."

Gwen took a deep sigh of relief. "Good."

"Why do you ask?" Max asked, trying to mask his suspicion.

Gwen curled her lip. "I just don't want to deal with any freakishness this summer." She then turned her attention to something on her laptop. Ben and Ruby gave each other a worried look.

Sometime later, the RV was parked at a gas station. Max was preoccupied pumping gas into the RV and Ben and Ruby had left the Rustbucket to go grab something from the mini mart, a few dollars in their hands.

"So, how're we gonna hide the whole 'alien' thing from Gwen?" Ruby asked curiously.

Ben gave a half hearted shrug. "Dunno. We'll just have to be more careful than usual. Like, revealing the secret to that Edwin kid was kind of necessary, since we were all involved in a do or die situation. But with Gwen…"

"I have this strong feeling that she'll know in the coming days since our lives are constantly in danger."

"I really need to stop making enemies every place we go."

Inside the RV, Gwen was typing away at her laptop when a fly landed right next to her. She rolled her eyes and prepared a newspaper to kill it. But when she looked over again an army of ants, a million strong, had suddenly swarmed the RV. Gwen screamed and Max's gaze shot up to the RV. He yelped in surprise, before a seemingly infinite amount of bugs swarmed the vehicle.

Ben and Ruby exited the store, Ruby having a few bags of cookies in her arms, but she dropped them in open mouthed shock. Bugs devoured her sweets in seconds, and she wailed in despair as Ben dragged her away. Max ran over and joined the two, looking in horror at his roach infested RV.

"Looks like an old friend came by to say hi." Max grimaced. "And this time, it's personal."

Ruby nudged Ben's arm. "Make that 'coming days' comment into just a few seconds," she said right before Ben activated the Omnitrix, pulling up the icon to Water Hazard.

Ben grinned. "Time for a quick powerwash!" He slapped down the Omnitrix and green armor grew on the torso, his arms, his head and his legs. He suddenly formed a blue, black and white jumpsuit that covered all except for his arms and feet, as well as a grey and black mask.

Ben slowly realized that he was not Water Hazard, or any familiar alien. "Ok, now is _not_ the time for a new guy!"

Ruby stared at Ben's new form. "What even is that thing?"

"Something that's powerless against me, that's for sure." The three looked up to see an even more disheveled Clancy standing on top of the Rust Bucket, smiling sinisterly. Clancy snapped his fingers as Gwen was suddenly brought out of the RV by a hand, made entirely of bugs. She struggled and screamed for help.

"GWEN!" Max yelled. Ben had never heard that much fear in his grandpa's voice before.

"Let my cousin go, Clancy!" Ben yelled.

"It's her first real day of summer, just let her relax!" Ruby added.

"Not until I get my revenge!" Clancy snarled. "Thanks to you, I'm once again on the streets, scraping by just to get my next meal! It's time you paid! And I'll start by shoving maggots into this girl's ears-"

Ben ran at Clancy, but was swarmed by bugs before he could leap onto the RV. He swiped and swatted at them to no avail, before he fell over and hit his back., splitting him into two small clones. The bugs scurried away, spooked by this. Max and Ruby were confused. Even Clancy was caught off guard.

Ben blinked. "Cool!"

"How'd we do that?" his double asked.

Ben shrugged. "I dunno. But toss me at Clancy!"

The clone threw Ben at the villain, tackling off the RV and to the ground. Clancy gasped as he felt his ribs crack under the weight of the alien; the thing was small, but by God he was heavy. He weakly threw Ben off of him and onto the ground, and, to his shock, Ben split into two smaller clones.

The clone blinked. "COOL!"

"Oh, I think I get it now!" Ben grinned.

Clancy quickly recalled his bugs to form some dermal armor around him. The bugs holding Gwen quickly released her, and she gracelessly fell to the ground. The bugs swarmed around Clancy, while Ben kicked the two clones at Clancy's armor like they were soccer balls. The bugs got crushed by the sheer weight of the clones, weakening his armor. Clancy could feel his bones crack with each hit.

While Ben was distracting him, Ruby got behind Clancy and swung her scythe right into the very weak part of his lower back. Clancy was knocked right into the wall, hitting his head bodily against the bricks. He slumped to the ground, unconscious.

Ruby patted Ben on the head. "Smart thinking, new guy. What are you gonna call this one?"

Two of the clones grinned. "Slapbac-"

"Bullfrag!" Ben grinned. Ruby and the two clones shot him a strange look. "I, uh, mean Slapback!"

Gwen, on the ground, shaking, and with tears in her eyes, looked to Max for an explanation.

Her grandfather sighed. "Let's just say you're in for an interesting summer."

Hope boredly stared at her book. It was, what, the hundredth time she had read through it? She would've tired of it, but the book was part of her sparse birthright. She could recite the entire history of it within seconds, but no one would understand her. Maybe her uncle, but no one else on this God-forsaken rock.

After all, Hope hailed from a dimension that was saturated in magic and arcana, her own bloodline long and filled with promise. She had not come from a wealthy family, or even a particularly prominent one in Ledgerdomain politics, but her family was full of scholars and soldiers, and Hope had always had access to the finest of studying material.

She should be back in Ledgerdomain now, tucked away in her father's library, pouring over ancient texts and journals. She should be honing her powers and deciding what she wanted to do with her future. Instead, Hope was an alien refugee trying to survive in a magicless, decaying rock, far from home and away from anything familiar.

Her room was tiny and box-like (unlike her room back home, with its canopy bed and tiny walk-in closet and beautiful hand-me-down desk). Her bed was a small single, alright for a girl her age but she would need a bigger one soon. Hope looked at her desk, a metal beast that used to belong to a teacher at the local elementary school; she liked it well enough, since it could hold all of her studying materials and potions, but it took up half of the already tiny space and if she shook it all the cabinet-like drawers would lock up tight. Her tiny closet was built into the wall, a small dresser tucked inside, and on the inside of the closet door was a thin, full-length mirror (bare, no colorful frame at all, just the cheapest thing imaginable).

Hope took in her appearance, just another black mark that made her unfit for life on Earth: her hair, so much like her late mother's, was a shoulder-length white with a black spiked headband; a black choker and matching necklace adorned her neck; and she had paired a black top with a purple sweater, paired with a magenta skirt, grey leggings and black boots.

Hope sighed and picked up her book once more. She murmured the words of the spell, slowly levitating into the air, her hair standing on end. Her eyes were glowing a soft mauve, she could tell, and with a spark of confidence she thrust her hand out. She recited an energy spell, relishing in the powerful thrum on magic in her veins, holding her breath as her fingers crackled with electricity-

Nothing.

The spell collapsed into a shower of sparks.

Hope dropped onto the bed, her book tumbling to the floor. She blinked back tears of frustration- the magic had been _right there_ , she could still feel the power buzzing at her fingertips, but just like nearly every powerful spell she tried to conjure on this pathetic rock, it fizzled out the moment she tried to use it.

If Hope had been back in Ledgerdomain, she wouldn't have any of these problems. If the war wasn't going on, she would safely still be studying. If Adwaita hadn't murdered her parents-

Smoke belched from the hallway, and Hope wrinkled her nose at the stench. She wiped her eyes and made her way to the house's shabby kitchen. Her uncle, old as he was and so stuck in his eyes, was doing a better job of adapting to Earthen culture than she was. He hid the tattoos under his eyes with expertly done makeup; his hair was slicked back fashionably; he was dressed in slacks and a red dress shirt, one of many versions he wore for his job at the local university. He almost looked like a local.

Sadly, he hadn't adapted enough to be any good at cooking. Hope took a look at the charred mess inside the pot and glanced at her uncle. "Do I even want to know what this is?"

"It was supposed to be French onion soup," Hex said as he finished using the fire extinguisher. "One day I'll get the hang of cooking, but today is not that day. Let's go out to eat."

Hope managed a small smile. "Works for me."

* * *

Gwen was sitting in the clean RV, voice hoarse from screaming, a blanket over her shoulders, and a mug of tea in her white knuckled hands. Eyes dead, she says quietly, "I wanna go home."

Max and the others look at Gwen with concern.

"Blame the wedding for thinking all of our relatives were accustomed to the alien thing," Ben said nervously. He refused to look Gwen in the eye.

Max shook his head. "I can't blame you. Natalie and Frank have done a good job of making sure Gwen's never come in contact with anything of the unusual."

"Are her parents not a fan of the whole 'Plumber' thing?" Ruby asked, raising an eyebrow.

"Not exactly. Natalie just really isn't a fan of the whole alien drama in the family and tries to avoid it as much as she can. Which is another reason they weren't at the wedding. They probably assumed this was going to be a normal road trip too."

"Well, it was, until…" Ben nervously scratched the back of his head. Gwen eyed him nervously.

Max knelt down. "Don't blame yourself for this, Ben. She was bound to find out in the future." Max palmed the two some cash. "There's a restaurant down the street that I thought you two would like. How about you two go down there? I'll stay back with Gwen." Ben and Ruby nodded before leaving the RV.

Max sat down next to Gwen. "You wanna talk about it?" he asked gently.

Gwen sighed heavily. "Sorry, it's just...all my life, I've been rational. Last year, if you asked me about magic or aliens, I wouldn't have given it a second thought. But with all this, it kind of...opened my eyes. There's this whole other world beyond anything science and rationality can explain, one I know nothing of and am afraid of, and that's all thanks to my sheltered upbringing."

"Gwen, it's not your fault," Max comforted her. "Blame your parents for keeping you away from all the dangerous alien weirdness. While they meant well, they left you woefully unprepared as a result."

Gwen blinked back fresh tears. "...Why didn't they tell me? Don't they trust me?"

"Of course they trust you, but they were scared you'd have a negative reaction, kind of like now."

"I'm...I don't really know what to say."

Max smiled gently. "And that's ok. Adjusting to things like these take time. You don't need to shame yourself for not being immediately used to the unknown, or the unnatural. Ben even had to take some getting used to wielding the watch. I remember, he said something about having this weird feeling of responsibility and fear."

Gwen perked up. "...really? Ben said that?"

He nodded. "The supernatural can change a person, Gwen. Either for the better or the worst."

She frowned. "The fact you add 'the worst' makes me feel you've seen what it can do."

Max smiled a bit sadly. "I've seen a lot of things. And not all of them are good."

* * *

Sometime later, when Gwen was feeling a little better, granddaughter and grandfather wandered through the makeshift market, eyeing whatever interested them. Gwen looked mainly disinterested, thanks to leftover shock and the general drowsiness that came from crying, but Max happily browsed some strange cuisine, probably to cook something none of the kids had never heard of.

Gwen sighed loudly. "Do you mind if I go back to the RV? There's really nothing here for me."

"You sure, sweetie?" Max asked. "We haven't checked out the entire place, maybe there's something you li-"

"I'm fine," Gwen cut him off. "I...I just need some rest. To be honest, this whole summer is really something hard to take in."

"I don't blame you." Max said sympathetically. "When I first found out about this whole supernatural thing, I couldn't sleep right for weeks! But that's another story."

Gwen smiled weakly. "Right. See you back at the RV." She wandered back through the market, silently mourning her old, normal life and trying to prepare for her new, stranger one, when she stumbled upon a ramshackle magic shop.

Gwen raised an eyebrow. "Didn't expect something like this here." She walked over, eyeing the items critically. They were mostly dull-looking trinkets that a kid would wave around like it was real. Gwen felt sort of let down; what was the point of discovering the supernatural if you didn't see cool stuff every so often?

But then something fancy caught her eye. It was a vibrant red gemstone with an intricate symbol etched on it in black, attached to a thick golden bracelet. Gwen gingerly lifted it off the stand, taking in the simple but elegant design. Compared to the other baubles, it looked _genuine_. Like something you would wear to a fancy dinner or on a date to the movies. It might not have been magical, but Gwen was drawn to it all the same.

"How much for this one?" she asked brightly.

"Eh...$10." The shopkeep shrugged, barely looking up from his book.

"I'll take it!"

Gwen gave him the money right before putting on the bracelet, the metal warming on her skin. She admired it for a few seconds, smiling for the first time that day. It really _was_ pretty, and it went well with her outfit. She grinned; maybe today wasn't so bad after all.

From the other side of the market, Hope was looking over the food stands, deciding what to eat. Her uncle was at least a block away, distracted by a new tea shop, which meant Hope had some time to herself.

Suddenly, the hairs on the back of her neck stood straight up, and Hope looked around in alarm. In any other circumstances she would have written it off as a sudden cold breeze, but it was the middle of summer and the day was humid. Magic buzzed through her veins- she hadn't summoned it, but it was welcome all the same. Because now she knew.

A relic from Ledgerdomain was on Earth. _And it was so close._

Without a second thought, Hope whipped out her grimoire, and suddenly paper covered her body. Bright light shone out, transforming her. Her stark white hair was now framed with purple highlights. She wore gothic "Eye of Horus" styled eye makeup and golden earrings, with a magenta coat with purple at the ends. Underneath she wore purple long boots with black straps around them.

The public gasped as she finished transforming. Charmcaster started floating above the crowd, using what little magic she had to hone in on the relic. From afar, with cartons of nearly cheese fries in hand, Ben and Ruby watched in confusion as the witch ascended into the sky and started heading towards the alleyways.

"Well, creepy witch floating through the market. Should we do something?" Ben asked, finishing off his fries.

Ruby nodded, doing the exact same thing. "Yeah. I mean, you remember that one witch who worshipped Cthulhu, right? Don't want her to start sacrificing humans or something."

"Good point."

Ben activated the Omnitrix and scrolled to Cannonbolt's icon. He slapped down the icon as he curled up into a ball, yellow armor surrounding his body...before he broke through it, completing the transformation into Cannonbolt.

Ben immediately bounced up and honed in on the witch, weaving through the alleys. He was ready to smack her into the ground and end this quickly. He was inches away from destroying her, only for him to get stuck spinning mid air.

"Huh?"

Charmcaster quickly slammed him into the ground. Ruby pulled out her scythe and started firing bullets at her. Charmcaster's book flipped open again and she waved her hand, causing the bullets to pause in midair before they reached their target.

She poked one bullet lightly, and it transformed into a bat-like creature made of stone, shaped like a diamond and with one side replaced by a single purple eye. Ruby's eyes widened as the bat creature started firing blasts of pink energy at her. She rolled and weaved between the blasts, as the other bullets started to transform into that same bat-like creature. Charmcaster reached into her bag and threw out some stones near the alien. Ben uncurled and looked at them.

"What, more bats?" He grimaced before they turned into tall, hulking golems. Ben gasped as they start to attack him, and he curled into a ball to protect himself.

Charmcaster grinned even as she felt her magic ebb away. "Nothing will stop me. Not anymore." She flew around again, far away from the crime scene. It was strange; that aura she was picking up was nearby, but she didn't see it. She looked around again, thinking she was wrong, until she noticed a red haired girl with an odd looking bracelet.

Charmcaster gasped. "The girl's already put it on! That leaves me with no other choice…"

Ruby started to tear through the stone bats with her scythe, slicing them open from the bottom up. Ben steamrolled a majority of the stone golems, while Ruby shot the other ones with lightning bullets, shattering them into pieces.

Ben uncurled from his massive form. "Where's the witch?" From across the way, they heard someone scream.

Ruby pointed. "I'm guessing somewhere over there."

Gwen's eyes went wide with horror as the witch descended to the ground. She wanted to cry and scream once more, but the witch simply put her hand underneath her chin, silencing her.

She smiled, her teeth sharp. "Hello there."

That was when Ben and Ruby finally caught up to them. "GWEN!" they yelled in unison, but it was too late; in a whirlwind of paper, the witch was gone. And so was Gwen, the alley empty except for them. Max rushed over, on high alert.

"What happened?" he huffed, out of breath. "Where's your cousin?"

"Some witch just took Gwen!" Ruby said.

Max looked ready to spit fire. " _Goddammit!"_ He threw the groceries on the ground in a fit of rage. Ben and Ruby stared at Max incredulously.

He quickly collected himself. "Sorry. Just...why can't my granddaughter catch a break?"

Ben reverted back to human. "I don't get it. Why'd she even kidnap Gwen?"

Max frowned. "I don't know, but we better split up and find her. Who knows what that girl is doing with her?"

* * *

Gwen was mentally panicking. One second ago, she was on her way back to the RV. The next, a witch- an actual witch!- had spirited her away, and now Gwen was trapped in a dead end between buildings. Charmcaster slowly walked toward her, sweat beading at her temples.

Gwen cowered in fear. "G-get away from me!"

Charmcaster put her hands up, signifying she meant no harm. "Easy now. Don't want to get too crazy."

"Or what? You'll kill me or something?"

" _You're_ more likely to kill someone right now."

That caught Gwen off-guard. "W-what?"

"That pretty little bracelet? It's one of the Follies of the great sorcerer, Bezel," Charmcaster told her. "Powerful in nature, but ultimately deadly."

"I...I don't understand…" Gwen stammered. "Like, actual magic?"

Charmcaster frowned. "That's beside the point."

Gwen stood up. "Listen! I just bought some stupid jewelry at the market. I didn't think it would be, like, some mystical tailsman! Just leave me alone!" Gwen's hands suddenly conjured up some glyphs that shot out a cyclone. The winds blew Charmcaster down the alleyway, scattering debris into the air.

Gwen stared at her hands, the glowing glyphs already fading. "N-no way…"

Enraged, Charmcaster flew back at her, her arms coated in sparking pink energy. She started throwing blasts of mystical energy at Gwen, only glyphs to appear in front of her, creating a white shield that protected the redhead. Charmcaster grit her teeth, while Gwen was even more confused.

She eyed a trash can and smirked. She levitated the disk and threw it at the witch. Charmcaster knocked it into the wall, but the glyph on the lid made sure it bounced right back at the witch's head. Charmcaster fell to the ground, her own magic giving out on her.

Gwen smirked, hands on her hips. "Good. Now you're back with all the other trash." She ran out of the alleyway and looked around wildly. "Wish I knew where Grandpa and the others were…"

Another glyph appeared right next to her, and Gwen immediately knew where to go. Odd, but considering she just beat a witch, it was the least weird thing that had happened to her today.

Charmcaster slowly stood up and scanned around the area. "Little brat," she growled, picking some trash off her outfit. "I suppose I'll need to search for her again. I should have enough magic to try."

Charmcaster noticed something in the sky; Astrodactyl, with Ruby hanging on his back. Charmcaster then opened her bag and pulled out some stone guardians. "But not without some distractions…."

She threw the stones into the air, laughing as they become an inumerable swarm of Scrutins. They all flew towards their targets as their creator snuck away.

Ben gasped when he saw the monsters. He spun through the air, dodging a blast of magic. "We've got some turbulence up ahead!"

Ben expertly maneuvered his way through the field of Scrutins, while Ruby shot at some. But she stopped firing as she realized something awful; she was gonna run out of bullets, and Ben was going to time out soon. Charmcaster would have the advantage too.

Ruby nudged Ben's wing. "We have to lose them on the ground."

Ben squawked. "Pretty bad idea, but considering how many of them there are…" He dove down, leaving the Scrutins in the dust. Ben and Ruby ducked into another alleyway as the monsters flew far away from them. "Alright...now to awkwardly wait to time out and rejoin society!"

Ben and Ruby stood there in silence for a few seconds.

"...this was a dumb plan."

"Yeah, I know."

* * *

Gwen ran hurriedly through the streets. People all around her were pointing up at the sky and screaming, mainly because they didn't know what the hell they were looking at, only that it was _scary_. Gwen had tears in her eyes; yesterday she was just a normal kid with a good, normal future ahead of her, not some freak with strange occult powers! It pained her to even say the word "normal" anymore. And not to mention, those monsters in the sky? Her fault!

 _GAHHH!_ Gwen screamed mentally. _I wish I could just destroy all of them!_

And then, something fell into her hands. Gwen stopped for a second, panting heavily, and looked down at her hand. In it was a brilliant blue spear, made from some strange, warm material she'd never seen before. Gwen blinked in surprise. When did she pick up a weapon?

Something swooped by, dangerously close. On instinct, Gwen ducked. The Scrutin flew past her, narrowly hitting her head. Gwen grimaced; that thing would have sliced off her head if she'd ducked a second too late.

Gwen, _utterly fed up_ with today, launched the spear high into the air. It gained speed as it flew through the air, piercing the sound barrier just as it struck the Scrutin, shattering it. Gwen smiled, proud of her victory...but the spear just kept flying and flying, until it hit another scrutin...and another...and suddenly, that spear was flying all around the place, taking out any stone monster in sight.

Gwen smiled widely. "I wish Grandpa was here to see me do that!" She had been so overwhelmed by her powers that she never considered the good she could do with them-

The world went black. Gwen dropped to the ground, unconscious. Charmcaster walked over, fading pink energy glowing from her hands. She grabbed Gwen's wrist and inspected it.

"I still have time," she murmured to herself, and then warped away.

* * *

Gwen slowly opened her eyes. She looked around as much as she could; she was bound in some kind of weird magical ropes, on top of some casino tower. She immediately began to struggle.

"It's useless to even try to escape, kid." Gwen's eyes darted over to the nearby ledge. Charmcaster was sitting near it, overlooking the city with a thoughtful expression.

"Your world is beautiful," Charmcaster began. "I really do mean that. It's been a good home for me these last few years, but...it just feels wrong to be here."

"My world?" Gwen asked, curious despite herself.

"I come from a realm far beyond the Multiverse, called Ledgerdomain. It is the source of all true magic. We observe all life present within all dimensions, as keepers of time. We keep all things balanced, as it should be. We remain neutral in all moments. We write the best possible ways a life, or a world, could end."

"You're essentially the authors of fate," Gwen gasped.

Charmcaster chuckled at that. "That's one way of looking at it." Her mirth immediately died down. "However, because of this ability, some are willing to take away our lives. A threat in the form of something called Addwaitya. Because of his countless failures at the hands of a certain fate, he learned of our world, and of a certain continuity. One that was still being determined by our gods. He demanded we use our powers of reality manipulation to rule over the multiverse with an iron fist. We refused, and he responded."

Suddenly, the world around Gwen broke apart like glass, and she was restrained in the middle of a battlefield. Bloodless corpses littered the ground. "My world was shrouded in the hellish landscapes of war and took my parents lives…"

"...must've been hard, going from this to Earth," Gwen stated gently.

Charmcaster nodded, her gaze never wavering from the city. "After my parents died, my life changed. I had to be forced out of my home and the world I loved, the world that was being destroyed...and into this dead end. The war's at a stupid stalemate; they're debating whether they should give in to Addwaitya's demands or not. It's pointless. Give him what he wants, and he'll kill us all." Charmcaster took a deep breath. "I just want to go back to _normal."_

"I get that," and Gwen certainly could, "but what does this have to do with the gemstone?"

"You came in contact with a relic we call the "Follies of Bezel". Mistakes the great sorcerer Bezel made while he was creating the much more superior Charms. The gem unlocks the fullest potential of the wearer. In this case, it unlocked your magic capabilities. The more you use the device, the more it strengthens your powers," Charmcaster explained.

Gwen raised an eyebrow. "So, what? You want to take the stone and wage a one woman war?" She was honestly ready to give it over after hearing that. But Charmcaster shook her head and flipped to a page in her grimoire.

"There was a legend about a witch who wiped out all magic on Earth for centuries. Her magical powers far exceeded those of any Ledgerdomanian," Charmcaster told her. "I hypothesize that the gemstone may be able to repeat her actions, and wipe out those morons and Addwaitya. And then, from their remains, I'll recreate the world I once knew. A peaceful world."

Gwen's pupils shrank in fear. "W-wait! You're telling me that you seriously want to wipe out your culture just to screw someone over? The value of a human life isn't gonna get you what you want!"

"It's a small price to pay." Charmcaster flipped to another page. "Once I have that other gem, I'll just recreate the others. Then everything will go back to how it was before."

"But that much power could make you even worse than that Addwaitya guy!" Gwen shot back.

Charmcaster clenched her fists. "It won't! Now shut up while I-!"

Suddenly, a fishnet-like net of vines wrapped around the witch. Wildvine leapt up from below, carrying Ruby on his back. Ben tightened the net around Charmcaster until she was completely wrapped up in a vine cocoon.

Gwen was overjoyed to see the duo. "Ben! Ruby!"

"Sorry we took so long!" Ruby apologized profusely. "Had to deal with the Omnitrix recharging."

Ben rolled his eye. "You say that like it's my fault. You suggested we wait, y'know."

Ruby slapped him lightly on the shoulder. "Hush."

Ruby cut Gwen's bindings in half, freeing her and helping her up. Gwen rubbed her sore wrists.

Ben waved his arm. "Come on! Let's get out of here before-" Charmcaster suddenly burst from the vine cocoon in a flash of light. Ben growled before he sent a flurry of fists at the witch. Charmcaster simply blocked all of them, using little pink shields that shattered upon contact.

She grabbed Wildvine's fist and took a deep breath. Suddenly, the fist began to wither like a weed. Ben yelped as the blight climbed up his arm; in a flash, Ruby cleaved the arm right off. The chopped off part withered away into dust as Ben regrew the limb.

"She's smart," Ben admitted. "Never really faced an opponent as versatile as this."

Charmcaster blushed despite herself. "Aw, thank you! Cloudordourus!" She pointed a finger at Ben, who was instantly crushed under intense gravity, the force of it making the roof slowly splinter apart. He could barely move a muscle without feeling the pain worsen...

Charmcaster turned to face Ruby. The reaper equipped some electric dust into her magazine cartridge, and started firing off dust bullets as quickly as she could. Charmcaster rolled out of the way, but got hit with one in the leg. The pain surged through her body, making her magic sporadic.

The witch snarled in fury before throwing out some sheets of paper. Ruby dodged as many as she could, but one clamped over her eyes. She struggled to remove it...and when she finally did, her eyes were _gone_. Like flesh had melted over her eyelids.

"B-Ben? Gwen? Where are you guys?" Ruby cried out in fright. She blindly stumbled around, as Gwen slowly backed away. Charmcaster simply ran over and grabbed Gwen by the wrist.

"Hold still! This will only hurt for a second, I promise!"

Charmcaster's hand glowed with a menacing red aura, as she slowly pried the gem out of the bracelet. It was like a nerve cluster or bone was slowly being removed from Gwen's skin, and she _**screamed**_ in pain, collapsing onto the ground.

Charmcaster's focus on the other spells vanished; Ben could move without hurting, and Ruby could see again. Both quickly got their bearings and launched themselves at the witch… but it was too late. Charmcaster held the red stone in her hand as she was radiated a dangerous red aura, like the calm before a hurricane.

Dread pooled in Ben's stomach. "Oh no."

Charmcaster dropped a pink, magical "bomb" that blew everyone away and off the roof. Ben immediately stretched his limbs out and caught everyone, before leaping down to a lower balcony.

Ben gently let everyone go. "Everyone ok?"

Ruby nodded, but Gwen looked absolutely crushed. "It's my fault."

"Gwen, no it's-" Ben said as he reverted back to human.

"It is though! I picked up that stupid bracelet!" Gwen yelled, her voice hoarse. "I decided to go on this stupid roadtrip! And I decided to step out of my comfort zone! And look what happens! I find out my cousin is some alien freak and his best friend is the mini grim reaper!"

Ben sharply sighed. "Look, it's not your fault. I know what you've been through...scary, isn't it?"

Gwen nodded, wringing her hands.

"And that's ok. If you wanna stay here? That's ok too. I'll tell grandpa to come get you. But if you decide to come with us...if you're willing to step outside of your boundaries again, great. Then you're one of us." Dark clouds started to gather above the hotel. "...might wanna decide fast."

Gwen looked at her cousin, _really_ look at him, and took a deep breath. She thought about how insane her day was. She thought about what Charmcaster did and said. She thought about her grandpa and what he might have done in her place. She thought about Ruby and how she stumbled around blindly, no longer strong but a terrified little girl, just like Gwen had been all day.

She looked at Ben and Ruby as they stared up at the darkening sky, fears and pain already forgotten.

Gwen stood up, her eyes filled with determination. "So, what do you need me to do?"

Ben grinned. "Well, here's the plan…"

* * *

On the roof, Charmcaster lifted the stone into the sky, lightning striking it six times. Small, bright orbs started to float around the gem, like planets orbiting the sun. Charmcaster grinned in triumph, only for something to hit the back of her head. She spun around to see Gwen.

"Miss me?" the girl taunted, hand on her hip and tone cocky.

"With every blast so far." Charmcaster's hands started glowing again, charging up another deadly explosion...but Gwen just stood there, smiling.

"You know," she said with a sly grin, "I really liked that gravity trick you did earlier."

"Flirting with me won't save you now, Gwen," Charmcaster said coldly. "I am _not_ in the mood, and if you stick around too long I might eradicate you myself."

"Yeah, I figured. I just wanted to do it myself." Gwen stretched out her hand, and suddenly Charmcaster plummeted to the ground, gravity splintering the roof beneath her. Gwen caught her grimoire with both her hands.

"WHAT?" The gem was still in hand, but it hurt to even breathe now. Charmcaster lifted her gaze in disbelief. "I-impossible! No beginning witch can do these kinds of spells without a grimoire!"

Gwen scoffed. "Well, you know, just had a gem of incredible magical energy on my wrist. Maybe that's why I'm so insanely strong right now!"

Charmcaster growled; however, unknown to her, this wasn't the work of magic, but instead a small army of Slapbacks weighing her down. (It wasn't like she could see them anyway, she could barely move her head as is.)

"I can't believe she's falling for this!" One clone in the back laughed.

"Same, honestly," Another clone snickered. "Hope this buys enough time for Ruby to do her thing!"

From another rooftop, Ruby lined up a shot with her scythe. She carefully focused it on the gems above the building, and methodically fired. One by one, they shattered like glass. Ruby grinned as the storm clouds dissipated. Charmcaster screamed in horror.

"YOU...YOU _BITCH!"_

Gwen gave a sly smile. Charmcaster was about to scream some more obscenities at her, but suddenly a chorus of beeping sounds echoed above her. A bright, brief flash of red light blinded her...and suddenly, Ben Tennyson was on her back.

He waved nervously. "Hi there."

Charmcaster put two and two together. "You...YOU TRICKED ME! THAT'S IT!" She prepared to blast Ben to kingdom come, but Gwen decided to call her bluff again, and flipped open her spell book to a random page. Her eyes locked onto a promising spell.

"WORME PATHOS!" Gwen yelled, as her hands became surrounded in a blue aura. Suddenly, Charmcaster's body started to glow, and in a blink of an eye she was gone.

Gwen's jaw dropped. Ben gave her a shocked look. "The fuck was that?!"

"Uh, what just happened?" Ruby yelled out from the other building. "Did I accidentally kill her?"

"...wait, that's right!" Gwen suddenly remembered. "Charmcaster said the gem unlocked my magic. I guess I wasn't bluffing after all!"

Gwen then looked down at the book and read over the spell she cast. "I cast a teleportation spell, apparently. I sent her 30, maybe 40 miles away from the city. And she's kinda powerless without this thing."

"Playing dirty...that's evil, cuz," Ben said, actually sort of proud.

"I think it's for the best." Gwen smirked in triumph.

* * *

After a while, the group rejoined with Hex and Max at a small tea shop. Hex, with heavy bags under his eyes, sighed as he heard about his niece's fate. "I wish I taught her less about the occult. It's my fault and mine alone for her actions today."

"It's fine, Hex," Max comforted him. "What matters now is that you find her and teach her how to correct her mistake."

"I cannot ease the growing vengeance in her heart," Hex confessed. "I'm afraid even she won't learn a lesson from this. I've spent _years_ warning her against using her powers for evil purposes, and at this point it is her choice alone if she continues down this path."

"What do you want us to do if we find her?" Max asked seriously.

"Stop her at all costs. I suspect that even now she may be gathering a new grimoire."

Gwen looked down at her original one. "Then I feel I should give this one back to you."

Hex chuckled. "Why? You certainly have magical potential right now. You cast a high level spell with ease."

"...wait, you want me to keep it?"

"I mean," Ben began despite himself. "We could use more hands on the field. You'd be like grandma!"

"...what?"

"Long story, pumpkin." Max shook his head fondly.

Hex smiled tiredly. "I must attend to other things now. I'm afraid my errands got...interrupted. Thank you again, Tennysons. And please...if you see her again, just...try to push her in the right direction."

Gwen nodded. "I promise."

"Thank you," Hex said, a hint of sadness in his voice. He walked off, blending into a crowd of people, with Ben and the others walking in the opposite direction. Gwen looked pensively at the spellbook.

She had a lot to learn.


	17. Cry Wolf

Y'all, we're in endgame now. Thanks to Primal and Tricia for doing some editing on this!

* * *

Ruby and Ben had never seen adobe houses before. The earthen structures were naturally cool inside, and the sandy walls blended into the desert canyons beautifully, especially as the setting sun lit up the dunes. The entire town had this ancestral, age-old feeling to it that Ruby could appreciate.

Ben, not so much. They were all supposed to be listening to Max's friend explain something about a dream catcher, but Ben just yawned and scrubbed the exhaustion from his eyes. "I can appreciate a history lesson as much as the next kid, but we've been traveling all day. I'd rather not."

"Well, it is almost sunset," Ruby pointed out, taking in the purpling sky. "Either way we're gonna head in soon."

"Oh come on," Gwen griped. "How many other kids can say they've been on an actual Native American reservation? Can't you pretend to be a little excited?"

"I'll pretend when I feel like I'm not about to fall over," Ben stated flatly.

Ruby just shrugged. "I actually wanna share your opinion, Gwen, but honestly? I just wanna head inside right now. Besides, we'll be here for a few days. We can be excited tomorrow."

Gwen glared at them for a second, but Ruby's logic won her over. "Ugh, fair enough. At least pretend to be interested when Mr. Green talks to you about this. He's Grandpa's old friend, we have to make a good impression."

Ben and Ruby both made affirmative noises at that before following their grandfather through the village. Gwen trailed behind them, grumbling. All of them were in bad moods, the waning heat still lingering after a full day in a hot RV. Everyone had changed into fresher clothing before landing at the reservation- except Max, who looked as fresh as a daisy, somehow.

Ben was wearing an old but still good pair of green and black sneakers, dragging them against the sands. His new brown cargo pants ended against his ankles, which felt weird, but it helped against the heat. To complete the look was a bright green t-shirt with black sleeves, a white number 10 emblazoned over his heart. Gwen was wearing old but comfortable blue Converses with tan shorts she had picked up for the summer. The final touch was a light blue t-shirt with her favorite cat symbol on its chest. Ruby had gone for darker colors, which was weird to wear in the desert, but it suited her regardless. She wore matching black shorts and sneakers, paired with a gray tank top. She had thrown a thin, red plaid button up over the tank, a large black rose stitched on the back.

"Does anyone else hear music?" Ruby asked as they got closer to the center. "Like, heavy tribal music with drums."

"You think there's some sort of festival going on?" Ben wondered out loud as they joined the crowd.

"Could be a tribal performance," Gwen noted before they finally saw what was going on. It was, indeed, a tribal performance, specifically a group of musicians with a sole dancer. She was young, probably around their age, with brown skin and eyes, and hair like raven feathers. She was wearing a traditional red and blue dress, a circlet on her head. She looked serious and focused, her steps confident and unwavering.

"That's my granddaughter, Kai," Wes Green said proudly.

Max put a hand on his shoulder and smiled. "Aw, Wes, last time I saw her, she was barely walking! Now look at her."

"Oh we're looking," Ben muttered, the music irritating his ears. He might have been in a better mood, but a full day of travelling, plus having to deal with his shrill cousin left him in a tired, sour mood. (Though Gwen had made an effort to be nicer. It was slow progress though.) Ruby was doing marginally better- she at least looked mildly interested. Gwen just studied the dancer like she was trying to dissect her. It was weird, but typical for Ms. Smarty Pants.

The dance ended, and Kai bowed gracefully. She then walked right past them towards her grandfather, which made sense, since no one had introduced them. Honestly two out of the three kids didn't even care, they just wanted to go to bed.

Suddenly lightning crackled in the sky… except there weren't any storm clouds, just a setting sun. Despite that, it didn't stop the colorful aurora borealis from appearing.

...and then the thick, black storm clouds rolled in.

"Uh, sorry if this sounds offensive, but you're sure you didn't do a rain dance just then?" Gwen piped up, her voice quavering.

Kai merely looked confused. "No, I didn't. Why do you ask?"

The sky turned gray, cold rain started pouring down, and purple lightning struck the ground right by them.

"That answer your question?" Ruby deadpanned.

Max started pushing them to run. "Everyone take cover in the Rust Bucket, come on!" They did so just as more lightning crackled and struck land.

"I thought lightning wasn't supposed to hit the same place twice!" Ben shouted over the screams.

"It's not!" Ruby shouted back. There was another loud crash, this time including smoke and glowing purple eyes. Her eyes widened. "Oh my god, is- is that a Grimm?"

Ben took in the wolfish shadow and grabbed at Ruby's arm, pulling her behind him. "I thought Beowolves stayed in forests, not deserts!"

"They're supposed to!" Ruby told him. "I don't understand how it got here, unless-"

The wolf stood up, growled, and ran away.

"Okay, what the fuck?" Gwen cried out.

There was another thunderous noise and water started to rush out from alleyways.

"Flash flood!" Wes shouted.

Ruby and Ben climbed up onto a building and clung to the roof, Wes and Max doing the same from across the street. Gwen made it up the RV's metal ladder, but Kai was swept away before she could grab hold. "Help!" she cried out as the water splashed over her.

Ben turned to his Omnitrix and declared, "Going Water Hazard!" He slammed down on the dial and… nothing.

"Now? Really?" Ruby complained, glaring at the watch.

"Okay, going me," Ben said as he jumped off the roof. He landed onto a tin drum and let the current carry him closer to Kai. Once she was within reach, he ordered, "Grab my hand!"

With some struggle she did so, climbing up behind him, holding onto the metal for dear life. She looked where they were headed and shouted, "Look out!"

Ben turned to see the wall, the flood crashing painfully against it. He grabbed Kai's hand and said, "Jump!"

The tin drum shattered against the brick wall. Ben and Kai did not, instead holding onto a woven roof. Ben let go of Kai's hand and gripped onto the structure as best he could.

"Thank you," Kai smiled. And then she smirked lightly. "But next time, don't use something as awkward as a tin drum. We kind of need those, anyway."

Ben smirked back. "I'll keep that in mind next time you need saving. You're welcome, by the way."

In the distance, they could hear something howling…

The museum was full of preserved Navajo traditions, from pictures of sand paintings to traditional costumes to even jewelry. Wes was staring at a mural, his eyes haunted. "I never thought I'd see the day," he was saying as the others caught up to him.

"What do you mean?" Gwen asked.

"A Yenaldooshi," Wes answered. "Navajo werewolf. I thought they only existed in folklore. Their presence is a sign of pure evil."

He hefted a rifle over his shoulder. "I must find it. I'll tranquilize it and bag it."

"Can you even do that to a werewolf?" Gwen muttered under her breath. Ruby just looked thoughtful.

"I'll go with you," Max stated, already mentally cataloguing what he could use.

"I could go too," Ben offered. "I may not know anything about Navajo werewolves, but I've dealt with monsters. I can be backup."

"Me too, Grandpa," Kai insisted.

"No, it's too dangerous," Wes told her gently. "Besides, only an expert tracker can deal with a Yenaldooshi. It's been that way for centuries." Kai backed down at that, her face scrunched up. She walked away, sulking.

"But we can still help!" Ruby countered.

"Their land, their rules," Max told her firmly, putting a heavy hand on her shoulder. She sighed gustily, but relented all the same.

As the two grown ups left, Gwen, Ben, and Ruby huddled together. "So, you think it's a werewolf?" Ben asked quietly.

"Or it could be one of those Grimm things," Gwen pointed out hopefully. "If so, we can just get Ruby to slay it."

"If it was actually a Beowulf, I'd do it. But I don't think it is," Ruby said grimly. Her eyebrows furrowed at the mention of said Grimm.

Ben blinked. "So, it's actually a werewolf?"

"It's definitely something inhuman," she affirmed. "Beowolves don't go to deserts, they prefer forests. The only thing I remember about desert Grimm are the Death Worms, and trust me, the situation would be _a lot_ worse if it were them."

Gwen rubbed her chin. "Maybe it's an alien wolf. I mean, are human-wolf hybrids even possible? It seems more likely it came from outer space."

"Yeah, I'm with Gwen on this one," Ben said. "After everything that's happened this summer, it's been either a Grimm or an alien. I don't see how this would be any different."

"In that case, how do we defeat a giant, alien wolf?" Ruby wondered out loud.

"Aliens? Really?" Kai scoffed. The three of them shrieked when she suddenly popped up. "Okay, I know our grandpas are Plumbers, but I don't see how this could be an alien werewolf. It could just be a normal werewolf!"

"Really? Normal werewolf?" Ruby shook her head and sighed.

"Wait, your grandpa was a Plumber?" Ben asked, genuinely confused.

Kai raised an eyebrow. "I thought you knew?"

"Our grandpa likes to keep things on a need-to-know basis," Gwen said, trying to save face.

"And what's this 'Grimm' thing you guys are talking about?" Kai asked. "Are you talking about the Brothers Grimm, or…?"

"To make a long story short, they're basically creatures of darkness that want to destroy all of humanity for shits and giggles," Ruby said, shrugging. "I'm surprised your grandfather didn't tell you."

Brown eyes narrowed suspiciously. "Wait, I think I know what you're talking about. You're a Huntress from Beacon, right?"

"Well, I'm in training to be one."

Kai scoffed. "Training to be a murderer, more like."

The three stared at her. "Uh, what?" Ben said flatly.

"Oh please, everyone knows the Hunters are just using this fake Grimm thing to poach wild animals," she exclaimed. "You hunt innocent creatures down until they're extinct and blame it on 'despair' and 'depression'. They're all liars!"

Ruby's eyes flashed dangerously. "I literally fight these things for a living. And Ben's seen them too, he can back me up!"

Kai rolled her eyes. "I'm sure he can."

"Okay, first of all-!" Ben started, teeth bared and practically snarling. Gwen's arm sprang out, halting him instantly. She sent him a quelling look as she used her other hand to draw Ruby back as well.

"Look, I don't know what your deal is, but considering I've dealt with aliens this summer, I'm inclined to agree with Ruby," Gwen told Kai, her voice like ice. "And since I'm convinced that Yenaldooshi is actually part alien, I'm going to look up any information I can on how to defeat it. You know, actually _help_ the people going after it instead of arguing and pouting in a corner."

With that, Gwen steered Ben and Ruby down the hallway, far away from Kai.

"Gwen, I'm only going to say this once, but that was _awesome,_ " Ben punched out, eyes shining as he stared at his cousin. Gwen only smirked in response.

"As great as that was, I'm still angry over what Kai said," Ruby fumed. "Like, yeah, poaching endangered animals is a problem, but using Grimm as a cover up? Really?"

"Well, I don't think you're gonna change her mind anytime soon," Ben pointed out.

"You know, this Yenaldooshi thing is actually making me remember some stuff from one of my books," Gwen mused, her brow furrowed. "I need to get it from the Rust Bucket, but I might be able to find something that'll help."

"But you said it was an alien werewolf," Ruby said. "How are Earth myths going to help?"

"Hey, those myths had to originate somewhere," Gwen said, raising an eyebrow. "Who knows how long aliens have been coming here. It's worth a shot."

"And what if it is some wayward Grimm?" Ben asked.

"Well, you guys have more experience than me," Gwen shrugged.

"Plus I have a scythe, so, you know, Grim Reaper," Ruby joked.

"See?"

"Alright, alright," Ben said with a smile, holding up his hands in mock surrender. "Ruby and I will go after Max and Wes to bag this thing. Gwen, stay safe while you look for info. And try not to kill Kai while we're gone, I don't think her grandfather will appreciate it."

"No promises," Gwen called out as the two ran down the hallway.

In the dark of the night, Wes and Max walked through the canyon. Sounds of the Navajo desert echoed in the background, adding an ominous effect on the environment that they were venturing into. The possibilities of coming across the said Yenaldooshi were pretty slim, but it was worth a shot. For what it was worth, Wes saw this as a time to catch up with Max, the two of them exchanging stories about their grandkids while they tried to find the beast. It was like a monster hunting trip, if one stopped to think about it.

"And then Ben managed to destroy that mech with the power of refraction," Max happily boasted. "Still can't believe the stories about the watch were true!"

"Indeed. Sounds like your summer has been quite the adventurous one," Wes mused, as he checked his weapon once more.

"Can't imagine a better road trip, to be honest. I'm happy to take care of them."

"About this Ruby girl...is she related to th-"

Wes was suddenly cut off by the pounding of feet hitting the earth; something was charging from the dark, getting closer to them. Wes cocked his loaded tranquilizer, put his eye to the rear sight, and his finger to the trigger.

 _POUND...POUND...POUND…_

Wes and Max patiently waited for the beast to come...and nothing ever came.

At least, not from the front. The wolf howled from behind them, and Wes immediately spun around and fired bullets into the beast. Wes grinned; he had always been quick on the draw.

That pride faded pretty quickly, though. The bullets hit something metallic, given by the ricochet sounds. Wes's eyes honed in on the beast. From out of its arms...were those _shields?_

The beast slammed its giant fists on the ground and caused the earth beneath it to crumble. The two men screamed as they went falling through the cracks, only to be saved by a giant, overgrown weed.

"Ben!" Max yelled out happily.

"Ben?!" Wes cried out in shock.

Ben casually wrapped his vines around the two men, and then a few around a nearby rock. He slowed them down, and then placed them on safer ground, before retracting his body back to wherever he came from. Wes gave Max a confused look.

Max chuckled sheepishly. "Uh, yeah. I know. I have some explaining to do, don't I?"

Ben rejoined Ruby on the nearby mountain. "Alright, got 'em. Any idea on where the wolf went?"

"Yep." Ruby motioned to the side of the mountain, where a thinner Yenaldooshi was scaling the side of it. Ben placed Ruby on his back before he started to burrow underground. The two dug through the mountain and burst out at the top, using surprise to sneak attack the Yenaldooshi. Ruby shook some dirt off her hair once they landed safely.

Ruby coughed. "Warn me next time before you do that!"

"Yeah, yeah," Ben said, rolling his eye. He wrapped his vines around the Yenaldooshi, making it squirm and writhe in an attempt to get free. "So, does fangface look like any Grimm you've seen?"

Ruby carefully eyed it. "No, actually! I've never seen this before!"

"Wait, are you telling me this could be an actual-"

The Yenaldooshi chomped down on Ben's hand. He shrieked and forcibly loosened his grip from the wolf. Said wolf used that distraction to break free of its bindings, running off. Ruby took out her Crescent Rose and started firing bullets at the beast...only for it to turn around and block them with the armored plating on its arms. Ruby gasped before the beast started running at her, eyes blazing. Ben dug his arms into the ground and sprouted multiple walls of tall cacti to slow the wolf.

"What was THAT?" Ben cried out in shock.

"I-I dunno," Ruby stuttered. "I'm just as confused as you."

Ben reverted back to human, at the worst possible time too; the wolf tore through the last wall of cacti. He stared at Ben hungrily, eyes glowing and saliva dripping from its maw.

"Uh, that fangface nickname?" Ben quipped. "I meant it in a nice way."

The wolf suddenly snatched Ben up by the arm and sniffed the Omnitrix. Ruby immediately jumped into action and fired a bullet into the wolf's leg. The beast howled in pain, before it dropped Ben and scurried off into the night.

Ruby ran over and helped Ben up. "Ben! Are you ok?"

Ben grabbed at the Omnitrix, nodding. "Yeah, I'm fine."

Ruby then ran over to the mountainside to see if the wolf was still nearby, but there was nothing. Ben stood up and shook off some dust, before his eye caught something strange; the watch was glowing yellow, and the dial was twisting. He shrugged and decided to regroup with Ruby.

[Next Day, Wes' House]

A bunch of tomes were laid out across Wes' kitchen table. Max and Wes were furiously looking through some writings, while Kai was typing away on a computer. The others were just casually eating breakfast.

"So you saw it grow those metal plates too, right?" Ruby asked before she devoured a slice of buttered toast.

Wes nodded. "Indeed. But there aren't any readings on the Yenaldooshi being able to grow metal platings."

Kai sighed, leaning back in her chair a bit. "Nothing on the databases too."

Gwen put her spoon back into her yogurt. "Maybe that's because no one lived to tell of that part," she suggested. It was honestly pretty morbid of her to even suggest that. Wes sighed, fearing that may be true.

"I think I know someone who may be more qualified to talk about this than we are." Max said, motioning to Kai. "Mind if I borrow that?" She handed Max the laptop, and he began typing a few things.

Kai smirked at Ruby. "So, it wasn't a Grimm, was it?" she taunted. Ruby casually scratched her face with her middle finger. Gwen rolled her eyes and started looking through her grimoire. Kai chuckled; mentally, she'd won this round. "By the way, my grandpa told me what you did," she added, pointing a finger at Ben.

Ben put down his slice of toast and smiled nervously. "Yep, turning into aliens! That's just one of my many talents. Please, hold your applause." He faked a bow while sitting down.

"There we go," Max smiled. He had connected with someone via comlink. He turned the laptop around to reveal an older African-American male, with dark skin, black hair with a streak of white going down the middle, and one dark brown eye, while the other was of a pale blue color.

"This is Doc Saturday," Max introduced. "He's an expert in the field of cryptidzoology."

"Wait, cryptids?" Ben asked, raising an eyebrow. "They're real? How come we haven't seen any of 'em?"

"There's a lot of species you won't find in any book," Doc explained. "That's because we make sure the public doesn't know the things that go bump in the night and protect all of them; unicorns, trolls, pixies…they're all real."

"Bigfoot?" Ruby piped up.

"Don't be ridiculous," Doc scoffed. "That's just a guy in a suit."

"...Mothman?"

"Yes, actually."

"Wait, I thought you said the Plumbers handled all the monster stuff," Gwen cut in.

"That _was_ true," Max said. "Never said it was during this century. When the Plumbers formed before the Revolutionary War, they handled things like zombies and specters. It was during that war that aliens first made contact."

"So, tell me. You four all saw the beast first hand," Doc stated. "How would you describe it?"

Wes thought for a second. "From my brief encounter with it, it was a massive, hulking creature."

Ruby raised an eyebrow. "No, from what me and Ben saw, it was thin. What are you talking about?" The response caught him off guard.

"What do you mean? Wait…are you telling me that…" Wes trailed off dramatically. "There could be multiple Yenaldooshi in the valley?"

"Odd." Doc began typing something on a computer. "Yenaldooshi aren't really known for sharing territory. Multiple accounts and stories tell of Yenaldooshi brawling to the death, and then becoming king of the area."

Ben cleared his throat. "I've got a few theories on what could be going on. Dr. Saturday, you heard what happened in Washington, earlier in June? About the giant reanimated T-rex?"

"Yes, actually. An interesting story." Doc leaned back in his chair, steepling his fingers together.

"Well, I think the guy behind that may be causing all the trouble here in New Mexico. It's up his avenue, especially the metal plates. He would totally cash in on this," Ben explained. "The complete disrespect of the legend, the theft of metal, even the plates of armor that randomly grew on their arms…"

"Even more baffling. But, perhaps that could be true," Doc agreed. "You'd have to investigate it if you're sure."

"I could help you guys out!" Kai smiled. "I certainly know the way around the reservation."

"Same here," Gwen added. "I've got a few spells that could really help out."

Doc scoffed. "Magic. As if that works."

"Ok, you see," Ben pointed at Kai, "that one makes sense. He has a reason not to believe that."

"Ok then, are Grimm real?" Kai asked Doc.

"Well, I've certainly seen a few, but I haven't had a chance to examine them."

Kai grinned smugly at Ruby and stuck out her tongue. "Me, three. You, zero."

Ruby tugged Ben's arm. "Can we shove her down a cliff or something?" she muttered under her breath.

[THE CLIFFS WHERE RUBY WANTS TO COMMIT MURDER]

Ben and co were investigating the canyon valley where they saw both the Yenaldooshi. Ruby brought them to the spot where she struck the thin one in the leg.

"You're sure it was here?" Gwen asked.

Ruby saluted her. "One hundred percent sure!"

Gwen opened her grimoire, and her hands start glowing a bluish hue. "Ostendo Specialis!" she chanted, as a dust swirled around the point where the Yenaldooshi stood. A wiry figure of the beast suddenly appeared in its place, glowing a faint blue.

 _Oh, now that's cool,_ Ben thought to himself. He already commented Gwen yesterday. He'd met his quota for the week.

The glowing wolf got shot in the thigh before it ran off, heavily favoring its uninjured leg. Ben and co. chased after the projection, following it through the valley and into a dark cave. The group stopped as the wolf entered the cavern.

"Know what's in there?" Ben asked Kai.

"Just a system of caverns," the girl replied. "Nothing too special."

"Then why'd the wolf go in there?" Ruby pointed out. "Seems perfect for an evil lair."

Kai paused. "Fair point...for a poacher." Ruby scowled, tightly gripping the Crescent Rose. After less than two days of being verbally harassed and looked down on, she was on the brink of murdering Kai. The girl in question flashed a sinister smile, knowing full well what Ruby was thinking. That didn't stop her from quickly leading the group into the dark cave. The deeper and deeper they went, more tunnels appeared, stretching out endlessly. Gwen cast a ball of light from her palm.

"Of course Animo would set up shop here," Ben joked. "Place is dripping with creepy vibes."

Ruby sniffed the air. She nearly gagged; it stunk like rotten eggs doused in expired milk. "What's that smell?" Ruby said, plugging her nose.

"That's just the sulfur from the lava," Kai answered. "It's been dormant for years, though. Nothing to worry about."

Gwen then spotted a claw marking on a wall, one that lead all the way down a tunnel. "I think we just found our monster."

They were about to enter the cavern when they heard growling all around them. Ben turned to see glowing orange and pink eyes stepping out of the shadows, revealing multiple Yenaldooshi. Everyone gasped in horror, sans Ben.

"Ok, now this is the part where Animo shows up and gives some speech about how superior his animals are to the normal human." Ben smiled, eyes closed and arms folded, while he waited for the mad doctor to show up. The beasts stomped towards the group, closing in on them.

"I think your theory may be wrong," Ruby deadpanned.

Ben sighed. "Yeah, I'm starting to think that too." Ben activated the watch and scrolled to Heatblast's icon. "Whatever. Heatblast's gonna singe their mangy fur coats right off their skin!" He slapped down the faceplate, and cold green metal ran up his arm, covering his entire body, turning himself into Slapback. He posed like he would as Heatblast, and holds out his hands to start shooting fire...but nothing came out. He looked down at his hands and groaned.

"Great job ruining my cool one liner, Omnitrix!" Ben yelled.

The Yenaldooshi stared in confusion, until they saw the omnitrix currently placed on his left pectoral. Realizing what Ben can do, they immediately rushed him, nearly crushing him in their efforts to restrain him.

"H-hey!" Ben yelled as he struggled.

Gwen and Ruby fended off the others, with Gwen firing some energy blasts and Ruby engaging the beasts in combat, swinging and slicing at them. She kicked one in the face, sending it to the ground. Kai flitted around the sides, occasionally throwing rocks at the monsters but not doing anything of significance.

More and more Yenaldooshi started to surrounded Ben. Ben pushed them off and flung the two that were holding his arms into nearby walls. He slapped his back and split into two, and then four. The Yenaldooshis surrounded them, but Ben and his clones tackled the wolves to the ground with their heavy weight, knocking the wind out of their systems.

"Come on! Let's see what's really down that tunnel!" Ben yelled.

Ben and the others ran down the passage, with Ruby and Gwen occasionally firing back at the Yenaldooshi that chased after them. At the end of the tunnel was a giant nest of metal, pieces of tin drums and cars jutting out of it like a haphazard beehive.

"Woah," Ruby breathed, jaw agape.

"Well, they've been busy," one of the clones said.

Gwen turned to Kai. "How long have these attacks been going on?"

"Started when you got here."

Gwen shivered. "I don't know if it makes it impressive or frightening."

Suddenly, the metal started rustling, and something popped out of the nest to gnaw on one of the Slapback's legs. It was a cute baby Yenaldooshi. It was no bigger than Slapback, and was more like a feral pomeranian or corgi.

"...ow?" one of the clones said.

"Is that...a baby?" Another one asked.

"I guess they needed that metal for their nest or something! Must be that time of year," Ruby joked.

"And if there's one, who's to say there's-"

More and more baby Yenaldooshi popped up from the metal and growled at the group.

"...fuck."

The fully grown Yenaldooshi stormed into the room just as Ben reverted back to human. The baby Yenaldooshi let go of his leg in shock, staring at him. Ben slowly inched closer to it. The Yenaldooshis growled, but Ben simply picked it up and set it with the rest of the cubs, patting its head as he did so. The Yenaldooshi pup cutely licked his hand.

"Dude, it could have monster rabies or something," Ruby pointed out, walking up to him.

'It's better than dealing with the fangfaces," Ben replied, wiping his hand on her back.

The Yenaldooshi came up and sniffed the group, as if doing a test of character. None of them flinched; the Yenaldooshi soon went back to their cubs and started putting them back to sleep.

"Wait, so they were gathering the metal to...make a nest?" Gwen asked, still confused.

"None of the stories surrounding the Yenaldooshi mention how it reproduces. They're always born when someone evil murders a family member, gaining great supernatural powers," Kai explained, furrowing her brow.

"Wouldn't they be human in daylight, though?" Ben argued. "It's usually sunny in the desert."

One of the Yenaldooshi nudged Ruby and motioned for them to follow it. The rest of the group followed the monster through a passage, revealing an enormous, hexagonal-shaped spaceship. It looked halfway deconstructed, with some parts of it blackened from fire while other parts looked hopelessly flattened. No doubt the adults had harvested the good metal for their young.

Ben gasped. "No way! Are you telling me that these guys aren't the Yenaldooshi, but instead normal aliens?"

Kai thought for a moment. "That would explain a lot. I suppose they're just...alien werewolves or something."

"They're just obeying the need to survive. Think about it; gathering materials, overprotection of their young, attacking hostiles…" Gwen listed.

"Still doesn't explain how they got here, though," Ruby stated.

"I dunno, maybe they got attacked by Grimm!" Kai laughed at her own joke, before the place began to shake ominously.

"Wow, even Gaia hated that joke!" Ruby quipped. Suddenly, bright lava started to slowly ooze out of some cracks in the cavern's walls. "Wait, is that our fault?"

"We need to take the pack and get out of here!" Gwen yelled. Ben and the others ran back to the nest, with Ben scrolling through the watch.

"XLR8 should have us all out of here before that lava even touches us!" He slapped down the watch, and grey fur started running up his arms to his face. The fur spread through his entire body, and he quickly gained canine features. Claws and metal plating grew on his arms. As the transformation stopped, everyone realized that the Omnitrix was, yet again, screwing with Ben.

"...oh, so now you think that 'singe their fur coats off' is funny, huh?"

Ben and the others ran back to the nest, and the Yenaldooshi pups started latching onto his back. "Awwww, I wish I could take one of you guys home!" A few Yenaldooshi growled at him. "Ok, ok, realizing the joke was in poor taste."

The cave started to rumble as debris started falling from the ceiling. The heat from the lava was slowly becoming unbearable. "Come on, let's go!" Ruby shouted.

Ben sniffed the air before running on all fours through the caverns, everyone following suit. Huge debris covered an exit, but Ben grinned as armor coated his forearms. He punched through the earthy wall like it was made of tissue paper. The group continued to run, nearing the exit...before the ground before them crumbled and collapsed, revealing a giant river of lava.

"Time to see how far the big bad wolf can jump!" Ben picked up the kids, human and alien alike, and jumped over the huge river, with the other Yenaldooshi jumping with him. "Woah! Am I like the alpha or something?"

"Actually, the alpha and omega theory is completely inaccurate," Gwen corrected him.

"I could drop you, you know."

"Can you drop Kai too?" Ruby asked hopefully. Kai glared at her balefully.

Ben and the other Yenaldooshi escaped the cave in the nick of time; the cave collapsed, sealing up their exit.

"Something tells me their ship isn't gonna be salvaged from there," Ruby said, other Yenaldooshi whined in horror and fear, while Ben let the pups off his back, quietly counting them to make sure they were all there.

"So...what do we do now?" Gwen asked hesitantly.

"You go get Grandpa and Wes." Ben said quietly. "I have a feeling they'll know what to do next."

Ben watched as the Yenaldooshi were led onto Doctor Saturday's ship, happily carrying their young. "So, where are you taking them again?" he asked.

"We're relocating them to a more isolated area, similar to this one. Apparently, these aliens hail from some place called the Anur system," Doc explained.

"Anur system?" Ben repeated.

"It's where the aliens that go bump in the night come from," Max explained. "Aliens like Ghostfreak. We honestly don't know much about that place, due to it being ruled over by some shadowy overlord. We only really know the species names."

"So, you're telling us these cool aliens are from that creepy star system?" Ruby asked.

"Yep. They're called Luna Lobos," Doc added. He turned to Ben. "Can you please turn into that form?"

Ben shrugged. "Alright. One Blitzwolfer, coming u-"

"Wait wait wait…" Wes stopped him. "Blitzwolfer?"

"Yeah. What's up?"

"Did you actually name one of your aliens after a CNN host?"

"What's CNN?"

"...never mind. Carry on," Wes said, walking off. Ben shook off his comment and transformed into Blitzwolfer. Doc quickly took a few pictures of the alien form, did a quick walk around, and lifted up Ben's arm.

"Pretty strange creatures. Especially their ability to generate metal from their skin." Doc went on and on about how fascinating the species was, but Ben and Ruby had directed their attention to something else.

On the ship of the bay, this eight foot tall gorilla cat looking thing was holding a few baby cubs. It was covered in dark tan fur, with v-shaped light tan fur that went from his neck to his chest. He seemed oddly threatening, but gentle at the same time. Next to him was a boy with black and white hair. His clothing consisted of yellow sweatpants, an orange shirt with an "S" on the front, and a black undershirt. The two suddenly felt someone was watching them, and looked over at Ben and Ruby.

Both sides took a moment to realize what they were looking at; one side had a giant wolf getting examined by an old man and a girl with a scythe. The other had a giant sasquatch-like creature and a young boy keeping watch over a bunch of alien cubs that could generate metal plates.

They all silently decided all of this was weird and broke eye contact.

"Now, real quick," Doc said, bringing back Ben's attention. "Can you demonstrate the metal platings on your arm?"

"Oh, sure," Ben said. He flexed some muscles, and the platings instantly grew over his arm.

Doc then handed a camera to Max. "Just a few quick tests. Promise I won't rough up the boy."

"Wait, wha-" Ben suddenly blocked a quick punch from Doc. His right hand had this weird gauntlet on it, and it was glowing, what the fuck?! Ben blocked a few more blows, taking a few steps back.

"Interesting," Doc said, as he deactivated his weapon. "Not even a scratch."

"W-well, you know," Ben stuttered, retracting his plates. "Alien stuff...always weird."

"True. But how fast can they grow?"

"I dunno, I've only had this form for-"

"DREW!" Doc ducked as a bunch of fireballs were flung at Ben. Ben yipped as he blocked the blasts.

"We'll have to review the footage later," A female voice said. Ben lowered his arms to see a young woman of average height and slender build, with long, pale blonde hair, blue eyes, and fair skin. To be honest, it reminded him of that one girl from the camp. Similar to Doc, her attire consisted of a full-length black bodysuit worn underneath an orange vest that reached down to her mid thighs, paired with orange, elbow-length gloves and matching belt.

In other words, she was stunning. Ben couldn't stop himself from wagging his tail.

"Dude," Ruby said, elbowing his arm. "She's out of your league. And married."

"Here's what I don't get," Gwen cut in. "Why'd the Lobos settle here of all places?"

"Funny you ask that," Drew said. "We don't fully know. Buuuuut, we figure it might have something to do with this." Drew presented a tablet showing some crazy infrared readings. "We've never seen any energy like this. There's also been similar readings in places like Egypt, Transylvania, West Virginia…"

"Never seen anything like it either," Max said, scratching his head. "Be sure to look into that, alright? You two better go take care of the Lobans. I have a feeling your boys can't really handle it." Max motioned over to the gorilla cat, who had become the chew toy of the Loban cubs. He cried out in pain as their other kid tried to pry them off of him.

Drew sighed. "I'll go get the first aid kit," she said, rolling her eyes.

"It was nice to see you again, Max," Doc said, shaking his hand. "And same to you, Wes. See you at the Christmas party." He followed his wife back to the ship.

Ben reverted back to human. "All the adults I meet nowadays are weird," he said once they were out of earshot.

"I suppose all's well that ends well." Ruby smiled happily. Kai, who had been hanging in the back, walked over to Ruby, eyes blazing.

"So. They were a bunch of aliens. Why are you so happy? I'm sure that if we didn't find out they weren't Grimm, you'd kill them like the little psychopath you are," Kai said savagely.

"No I wo-" Ruby stammered.

"You think you're soooo cool for hunting and killing make believe creatures, huh? And there's a society devoted to this crap? All of you are sick!"

"N-"

"OH! And the fact that some people are killed by these 'terrifying creatures'? HA! I'm sure they just realized their life was a lie and those cowards just killed themse-"

Ruby slammed her knuckles into Kai's face. Kai stumbled back, her nose bleeding profusely. Ruby was breathing heavily, tears threatening to spill.

"Don't _EVER_ speak to me ever again," Ruby snarled before stomping off. Max and Wes shared a brief look, before deciding it was best to go. Max led Ben and Ruby away, as Wes went over to help Kai.

"What was that about?" Gwen asked, glaring back at Kai.

"...I think it's best we don't talk about it," Max said, frowning heavily.


	18. Hunted

It's rare for this story to start a chapter _in medias res_ , but this case warrants it. Let's just say that some dude named Steam Smythe wanted something special in some time capsule in Silicon Valley, and now the Tennyson's were fighting him on a steampunk blimp.

"Come on, Smythe. The time capsule's probably nothing," Ben's raspy Heatblast voice quipped. He shot a jet of fire out of his hands, destroying a few of the villain's clockwork robots.

"Yeah, I know you're scared of the future and everything," Ruby added as she decapitated a few more with her scythe, "but still! This is kind of extreme, even for you."

"You don't get it, do you?" Smythe sneered as he and his robots crowded over the capsule. "I'm sure Tesla would've had a failsafe for any form of his electronics. If I could weaponize this, I could reverse this modern age back to a more fitting time!"

"You realize how fuckin' dangerous that is, right?" Ben stated flatly, melting the face of one of the robots.

Ruby nodded. "I mean, planes, trucks, cars...anyone operating those are gonna die. Not to mention the death toll in the hospitals. All of that would be on your hands."

Smythe paused for a second, then shrugged. "A small price to pay." His robots pried open the rusty time capsule. Smoke billowed out ominously from the device. Smythe reached in to grab-

"A menu?" Smythe waved around an old menu from a place called Delmonico. "What use does it serve?" He threw the thing on the ground. Ben and Ruby shot each other a look before sighing heavily.

"You don't understand the purpose of a time capsule, do you?" Ben said rhetorically, creating a platform to fly on. "Come on, Ruby. Let's get back to the Rustbucket."

"Yeah... this was a tremendous waste of time." She shot a hole in the blimp, and the two flew off like a fiery comet.

"CURSE YOU, BEN TENNYSON! AND CONFOUND YOU, RUBY ROSE! DO YOU HAVE ANY IDEA HOW MUCH THIS COSTSSSSS?" Smythe yelled at the top of his lungs, his blimp already sinking.

"Villains have a budget?" Ben wondered out landed near the Rustbucket, which was parked in an empty field. Ben reverted back to human.

"Well, that was a waste of a Tuesday," Ruby sighed, reverting her scythe to a more compact form.

"Could've been worse," Ben said, opening the Rustbucket door. Max was relaxed in his driver's seat, reading something.

"How'd it go?" Max asked, setting down his book.

"Well," Ruby said, "we're not all living in some weird steampunk themed world right now, so I guess it was a success."

"When you said this was a normal day, you weren't kidding," Gwen said, disbelief coloring her tone. "How do you guys deal with this stuff?"

Ruby grinned. "Easily, like we're not even trying."

"I mean, we're definitely trying, but we make it look effortless," Ben added with a smirk.

[Corpus Christi Campsite, sometime during the evening]

Gwen hummed as she gathered firewood for the evening. Finally some peace, quiet, and normalcy. Very much needed, especially after that wolf thing. As she bent down to grab a branch, Gwen noticed something strange on the ground. A trail of blood.

 _Woah, was an animal wounded or something?_ She thought, bracing herself. _Maybe I can cure it with one of my spells…_

Gwen followed the blood trail to a large clump of bushes. She had begun to peek into the foliage when she spotted movement at the edge of her vision. Gwen turned around. _Nothing..._ She took a deep breath. _I probably just startled a squirrel or something._ She turned around to check inside the bush one last time, and screamed in surprise. A strange red and black Heatblast stood behind her.

" _Ben?"_ Gwen sighed with relief, and the blue aura that had sprung around her hands flickered away. "Why the hell would you sneak up on me like that?" She frowned. "And why does Heatblast look so weird?"

The Heatblast scowled. "Ben? You know that brat?"

 _Okay,_ Gwen thought warily. _Not Ben_. Her eyes narrowed with suspicion and the blue aura flickered to life around her hands once more. "Maybe. What's it to you?"

The Heatblast growled, and his entire body flared up with a fresh burst of flames. "I don't have time for this, dammit! I need to see him, _now_!"

Gwen stumbled away from the sudden and intense wave of heat. Her grimoire flew out of her pocket and flipped open to a page.

" _Exstinstruxere pyram!_ " Foam shot out of Gwen's hand, wrapping around the Heatblast and knocking him out. There was a flash of red light, and when it subsided, a human kid lay in the place of the Heatblast. Gwen ran over and examined him quickly. The boy had long, shaggy black hair that needed a good washing. His face looked worn and tired, and his hands were covered in cuts and calluses. His gray and black clothes were torn and dirty.

"Who is this guy?"

[Campsite]

Max clinically examined the unconscious body of Kevin Levin, the campfire abandoned. Upon closer inspection, the boy had some bandages around his arms, some scratches and some bruises everywhere else.

"Do you guys know him?" Gwen asked, eyeing the unconscious boy.

"Yeah. This is Kevin," Ruby explained quietly. "He's a runaway Osmosian we've been trying to find for a while."

"Osmosians need some form of mental help in order to control his powers," Ben went on, voice unusually soft. "We've been trying to convince him to get some help ever since we fought in San Fran. What's he doing over here?"

"I'm more confused about how he can transform. I thought only Ben could turn into aliens. He was this weird looking Heatblast person," Gwen explained.

"Ties in with his powers. Energy absorption and all that," Ben explained. "He managed to absorb the Omnitrix back in New York, and he's been a darker, edgier hero than me."

Max came in to put a bag of frozen vegetables on a large bruise. "Whatever trouble he's gotten himself into, it seems pretty severe. "

"What should we do?" Ben asked worriedly.

"Wait till he wakes up and hear his side of the story. "

Kevin groaned as he slowly came to.

"Looks like we don't have to wait," Ben said, narrowing his eyes.

Kevin got up and looked around. He held a hand to his head and blinked rapidly. "Where...where am I?" Kevin then noticed the group staring at him. "...Tennyson."

"Levin."

"...I need help."

"Mentally or physically?"

"Both. I'm in a bit of trouble."

Ben sat down next to him. "Talk."

"First off; yeah, I admit it." Kevin sighed in defeat. "I've got some serious problems. Maybe it wasn't the best idea to go around the country and stop a bunch of crimes because I'm some scared little kid with a Batman complex."

"You got that right," Ruby said tartly.

"Second, this ties into my whole 'crusade' from earlier. It wasn't a smart move to draw so much media attention to myself. Especially in San Fran."

"Why's that? Camera shy?" Ben joked halfheartedly.

"I'm being hunted," Kevin said flatly.

"By what, the cops?" Gwen asked, raising an eyebrow.

"Much more serious. Alien bounty hunters. "

" _...oh, damn_ ," Ruby said, eyes wide.

"Figured I'd come across you guys sooner than later. Just followed the media trail of alien sightings, and bam, here I am," Kevin explained.

"Wait, why do they want you and not me?" Ben asked, confused. "I'm the one with the Omnitrix."

"Honestly, you should be happy it's not you." Kevin grimaced. "There's something I need to show you." He removed a bandage off his right arm to reveal an angry red and black Omnitrix growing under his skin. Vibrant red veins jutted out of his skin to connect to the watch, glowing even in the sunlight. Everyone gasped and backed away; Ben shot out of his chair and let out an expletive that would have his mother reaching for a bar of soap. "This started growing right after San Fran. Guess I took in too much juice from the Omnitrix."

Ben felt sick just looking at it. Could that happen to him?

"The guys that have been after me are saying there's a chance they could turn me into possible conduit for an underground operation of bootleg Omnitrixes. My forms are more appealing to...a certain demographic. So yeah, these crazy alien bounty hunters are after me. I need protection, and honestly, getting treated for my mental issues sounds really great right now."

"Do you happen to know who put the hit on you?" Max asked stoically.

"I think it was my old boss, to be honest," Kevin guessed. "His name was Vilgax or something."

Max looked unnerved. "I...I'm gonna go contact Anna about this," he said, before going back into the RV.

Ben walked over to Kevin and stared at the watch, horrified and curious. Gwen started flipping through her grimoire. "Do you mind if I…" Ben asked, gesturing to his wrist.

Kevin scoffed and held out his arm. "Fine. Just because you know what you're doing."

Ben pressed the button on the side, and the faceplate slowly popped up. Ben scrolled through the aliens, noticing something odd.

"Hey, how do you have my new alien forms?" Ben asked, furrowing his brow.

"Dunno," Kevin shrugged. "Maybe it's because our watches have the same data or something."

Ben continued to scroll through, noting some alien forms he didn't have. "And I'm assuming these are some gifts from your boss?"

"More like I stole them from him."

"If I may ask…" Ruby cut in. "What were these bounty hunters like?"

"There were five of them in the beginning," Kevin told her. "Managed to kill two hillbilly bounty hunters a few days ago."

Ben and Ruby looked confused. "How'd you do that?" Ben asked, raising an eyebrow.

"Honestly, it was a dumb move on their part. Idiots blew themselves up. Threw the pin instead of the grenade." Kevin chuckled in spite of himself.

Ruby cringed. "Wow. Rookie mistake."

"The three that are still chasing me are a lot more dangerous though," Kevin went on, all traces of humor gone. "My boss originally hired them to hunt you down, but after he saw the AntiTrix-"

"Wait," Ben interrupted him. "You call your watch the AntiTrix? That's stupid."

Kevin immediately got mad. "Oh, shut up! What kind of a name is Echo Echo anyways?"

"It's a cooler name than Sting, that's for sure!" Ben argued.

Gwen slammed her grimoire shut and glared at them all. "Do I have to turn one of you into a goddamn chicken to get some clear answers? _Shut up!"_

Everything suddenly went quiet.

And then Kevin smiled. "I like her."

Ruby sighed. "You were saying?"

"There were three guys; Kraab, SixSix and their leader," he explained. "The first two are more neutral, but the one in charger? I've only heard about him. Never seen him in person. The guy's a complete mystery."

"He doesn't seem that tough." Ruby frowned. "As a hunter myself, all hunters worship fear as a tool in combat. Fear is like a disease that that eats away at logic. Once you start to fear, you won't be able to even think straight. My dad says fear can stand for two things; forget everything and run, or face everything and rise. The guy has a fear and weakness himself. Everyone does."

"She's not wrong," Gwen agreed, smirking. "Ben hates peacocks." All eyes were suddenly on Ben. Kevin chuckled under his breath.

"Fuck you, Gwen."

Max walked out of the RV, looking relieved. "Alright. We're gonna have to transport you to a secure location for the next few days."

Kevin raised an eyebrow. "And where would that be?"

"Believe it or not, the Four Corners is actually a Plumber hideout," Max explained cheerfully. "Anna's taking care of some problems down there at the moment, so we'll meet her there."

"What, are all Plumber bases in famous landmarks?" Ben said half-jokingly.

"...is Lady Liberty an actual weapon?" Ruby asked sincerely.

"Yes, and I can't legally confirm that," Max answered sheepishly. "If we wanna lay low, we're gonna have to avoid some major highways. It's gonna be 1,000 mile drive across two states at least. We'll get moving in the morning. For now…"

Gwen's hands suddenly turned a brilliant red, as small wisps of magic shot out from her book and attached themselves onto Kevin's wounds. His cuts and bruises healed instantly, leaving only smooth pale skin behind. Kevin stared in disbelief.

"Hey, don't keep your mouth open," Gwen scolded him. "Put some food in there, at least."

Ben handed Kevin a hot dog. "Consider yourself lucky you came for a normal dinner."

Kevin chuckled to himself. "I'm just lucky I could get a meal tonight."

"That's depressing," Ruby said flatly. "How about we change the subject? Anyone notice the horrible lack of cowboy hats in Texas?"

Kevin and Max were walking up to the register of an old thrift shop, some clothes in Max's arms.

"You really don't have to do this, Mr. Tennyson," Kevin said sincerely. "I'm fine with the clothes I got on my back right now."

Max laughed. "You've been on the run for nearly a month and a half. Have you even stopped to wash those clothes?

"...I would if I knew how to work a washing machine…" Kevin muttered under his breath.

"That's what I thought."

Max pulled out his wallet and was about to pay, when the doors of the thrift store exploded, causing dust and debris to go everywhere.

Something not of this world walked in, armed to the teeth in high tech purple armor. His feet were hooved. He had purple pads covering his central joints, a belt, and four central lines on his helmet to provide outlines for his face to see through. Kevin gasped and ducked underneath the counter.

"That's one of the guys that's been hunting me! How'd he find me here?" he said, panicking.

"I'm guessing this." Max picked off a dime-sized tracking device from Kevin's shirt. "Yet another reason to do your laundry."

Kevin rolled his eyes before activating the AntiTrix. He scrolled to Black Ice's icon and slapped down the watch. Diamonds started coating his arms and body, before he encased his head in crystals, forming Black Ice's head. "You pull the RV up. I'll stall this guy!"

Max nodded before running off. Kevin started firing crystals at SixSix, who formed a shield with his right arm and blocked them carelessly. His left arm created a concussive blaster that fired at Kevin, shattering his left arm. Kevin groaned, before he grew it back with relative ease.

Kevin rushed at SixSix, taking a few good swings at him. SixSix easily dodged them, before firing another concussive blast at Kevin's chest that sent him flying into a bunch of old laptops and gaming consoles. Kevin groaned, the gaping wound in his chest regenerating.

"Gotta shut off that armor. But how?" Kevin wondered. Kevin's eyes narrowed in on some tech, and he got an idea. "I think it's time I swapped out brawn for brains." Kevin slapped the AntiTrix symbol and shed his crystals, revealing a more lanky demon type alien, Dark Matter.

"Alright, let's get to work!"

Kevin mentally did some quick calculations and started grabbing tech, creating a massive pile. With a few flicks of his wrists he speedily built some strange tech. He brushed off his hands just as SixSix flew over and started firing more concussive blasts. Kevin rolled out of the way, hiding behind a shelf. SixSix stalked at him, ready to blast Kevin to kingdom come...only to find nothing there.

Because the thing about Dark Matter? He had a camouflage ability that no one knew about.

SixSix quickly turned on his heat detectors and found Kevin creeping near the exit. He jumped over there in a single bound and grabbed Kevin by the throat.

Kevin sneered. "Huh. You're smarter than you look, I'll give you that." He pulled out a small button and pressed it. "Too bad I overthink stuff." Suddenly, SixSix's armor began to act erratically, randomly growing weapons and then losing them within seconds. He released his grip on Kevin and fell over, writhing in pain.

"Techadon Armor Disruptor." Kevin bowed. "Courtesy of yours truly." The RV pulled up, and Kevin rushed into it. Everyone in the car shot him a strange look.

"What, you never see an 8 ft tall Galvan before?"

" _...cursed,"_ Ben whimpered.

The RV burned rubber as it barrelled down the road. Kevin started rummaging through the cabinets. "I was able to disarm one of them, but it won't be long until the others follow suit. Where's some tech I can use?"

"Well, we have a coffee machine, a few walkie talkies...uh, broken radio…" Max casually pressed a button behind the wheel, flipping around one of the tables in the back to reveal some standard alien blasters. "Oh, and those."

Gwen shook her head. "I would say I'm shocked, but honestly? I'm not."

Kevin eyed the Crescent Rose, and slowly reached for it, only for his hand to be swatted away by Ruby.

" _Don't even think about it,"_ Ruby snarled, a murderous glint in her eyes.

Kevin huffed, before turning to the materials before him. "From this point on, everything I make will be suited for a Galvanic Mechamorph. Ben, I want you to then integrate these weapons into your body, and then into the Rustbucket."

Ben stood there, confused. "What?"

"He means to use Upgrade to trick the Rustbucket out." Ruby translated.

"Ohhh, that makes sense." Ben activated the watch and slapped down on the face plate. Glowing green circuits erupted from the Omnitrix before they moved up his arm and surrounded his face. Green lights flashed out of his mouth and eyes before he was fully transformed into Upgrade.

Kevin started building tech and tossing it at Ben's body, who simply absorbed them. As Kevin finished, he gave Ben a thumbs up. Ben latched onto the ceiling of the RV and spread his body all around the vehicle, integrating the weaponry Kevin made into the Rustbucket.

"Everyone buckle up. This is gonna be one hell of a ride!" Suddenly, the back of the RV was hit by some random laser blasts. Ben turned to see SixSix flying after the Rustbucket, slicing through the air as he gained on them..

Max grimaced as he eyed the hunter from the side view mirrors. "We got company."

"Already taken care of," Kevin crowed triumphantly. Suddenly, a cannon-like weapon sprouted from the RV's roof and fired off a few laser blasts that hit SixSix, once again shorting out his suit, making him fall to the ground and kiss the concrete. "Incursian Targeting EMP. Had to take some liberties with what I had on hand."

Ruby beamed. "Alright! Then let's just speed on down to the Four Corners!"

Ben was about to add some rocket boosters to the back of the Rustbucket, but electricity suddenly spread out throughout his gelatinous body. Ben screamed in agony just as someone landed on the roof of the RV. Upgrade retracted his entire body to ease the pain, but removing the tech from the Rustbucket as he did so.

"Ben!" Ruby shouted worriedly.

Ben weakly opened his pupil and saw a completely different bounty hunter. This one had goldish brown-colored armor, a sideways mouth, four scythe-like legs and a large, powerful pincer for a left hand. He stared at Ben before kicking him with his legs.

"Was honestly saving that in case the brat wanted to use his Mechamorph form on me. I suppose you'll do," he sneered. "So, you're the famous Omnitrix wielder, huh? Name's Kraab. Heard you were a pipsqueak like my prey. I guess they were right. Throw asteroids at a satellite, and they'll fall to a nearby planet and burn up upon entry with the atmosphere. "

"That's...a very...strange...saying…" Ben weakly quipped.

"Well, what do you know, meat puppet?!" Kraab started to tear the roof off the Rustbucket. Gwen screamed in horror. Ruby picked up her Crescent Rose, and Kevin slapped his forehead.

"Forgot about the crab guy," he cursed at himself.

"You got any flying aliens that can maneuver around easily?" Ruby said.

Kevin grinned as he slapped the symbol on his chest. Red light washed over him, and in his place stood a hulking, bug-like creature, with two arms that would make a body builder seethe with jealousy, and four strong pincer-like legs. His body was green and his unitard even greener, contrasting with his four, giant, leaf-like purple wings. Antennae jutted out of his head and pincer like fangs stood out from his mouth, and he had two tube-like eyes that wiggled around, trying to see everything.

"Unlocked this guy a few days ago. Didn't use it around the Hunters because I was worried they'd counter it. I call it Green Day."

Ruby and Gwen pinched their noses, their faces green.

"You smell worse than Grandpa Max's cooking," Gwen said, gagging.

"Hey!" Max cried out, offended. Kevin picked up Ruby with his legs and flew out the side door.

"Let's do a pincer attack," Ruby told him. "You drop me on the roof and fly to the back. And then you can do...whatever this guy can do."

"Gotcha."

Ruby fired a few shots at Kraab, who blocked them with his big pincer. Ruby jumped onto the roof and started slashing at Kraab, making a few notable dents in his armor. She was about to slice him right open when Kraab caught her scythe in his claw, just as it was about to slice his head open.

"Primitive tech. Surprised a girl would wield it with an average prowess."

Ruby gasped. "AVERAGE?"

She used her semblance to overpower Kraab, and forced the blade into his helmet. Kraab winced in pain as he stumbles back. Suddenly, green goop covered his backside. Green Day flew above him, green slime frothing from his mouth.

"Eww."

"How cute. I'll clip your wings right o-" Kraab was suddenly engulfed in slime, the substance spreading all over him. Kevin kicked him off the RV and onto the road.

"Green Day's ability: slime spread," Kevin explained. "If the goop comes in contact with air, it'll spread across the body like crazy, till…" He gestured to the road, where Kraab was stuck in a goopy cocoon, unable to move.

"Cool, but gross."

Ben slowly regained form, his body becoming more humanoid. "Thanks for the save."

Kevin shrugged. "Don't worry about it."

Max turned his head back to the street in front of him, only to see a cloaked figure standing further down the road. Max honked his horn. The man paid him no mind, and just continued standing there.

 _Menacingly._

"What's this idiot's deal?" Kevin scoffed.

Suddenly, a sharp sound pierced the air. If acid was given a sound, this would absolutely be it. The noise attacked everyone's ears, as it seeped into their minds and attacked the left side of their brains. Everyone's left side went completely numb; eyes, ears, everything...Max couldn't stop himself from crashing the RV, careening off the road and into a glen.

Max shook his head as he lifted it off the airbag. "You kids alright?" He yelled out. No answer. Max was starting to get scared. "Kids?" Max looked to his right; Gwen was unconscious, but looked relatively unharmed, and she was still breathing thankfully. Max felt a small sense of relief.

Suddenly, something forced its arm through the broken windshield and grabbed a hold of Max's collar. He was yanked out of the driver's seat and was forced to face Khyber. His face was turquoise with a large lower jaw. He had horrible scars on his face, ones that signified that he had his fair share of battles. His jaw was fused with his teeth. He had dark red sunken eyes with gills under his cheeks.

"So," Khyber spoke, his voice a dangerous baritone and with an evident Australian accent. "You're Magister Tennyson." He tightened his grip.

"And you're Khyber," Max snarled, his fingers itching for a weapon.

The man who attacked them was a Zaroffian named Khyber, better known as the Huntsman to the Plumbers. He had successfully taken out entire squads before with his cunning plans and sharp senses. Zaroffians were cold blooded killers by nature, but by far, Khyber was the absolute worst. His presence alone sullied the name of good Huntsmen like Summer Rose and Taiyang Xiao Long.

"Ah, good. You recognize me," Khyber said smugly. "That will save time. How pathetic."

"For what," Max rasped. "Trying to protect a kid?"

Khyber frowned. "From keeping my target away from me." Suddenly, an optic blast hit Khyber from the back, but he barely even flinched. He turned to see Ben as Upgrade, standing his ground.

"Let go of my grandfather," Ben warned, his voice low and threatening. And surprisingly, Khyber went along with it. He dropped Grandpa Max and turned his attention to Ben.

"A Galvanic Mechamorph," he said smoothly. "First brought to life as a complete accident. Galvan B was originally an uninhabited moon, orbiting Galvan Prime. Galvan scientists were originally working on a project to make Galvan B habitable, but it went farther than intended when a sentient new species came to life."

Ben stared at him with a confused look. "Um, ok? What's with the history lesson?"

"Interestingly, Mechamorphs have a weakness to extreme magnetism." Khyber smirked as he whipped out a strange weapon. It looked like a high tech tuning fork. He slammed the thing down on his arm, and a wave of magnetism shot at Ben, horribly disorienting his form. The circuits that kept him together started to unravel, and he could see bits of himself fall to the ground, utterly useless. Ben screamed in pain as Khyber slowly walked over.

"What a pathetic runt," Khyber said patronizingly. "At least Levin had some interest to me."

"You rang?"

Tentacles wrapped around Khyber and slammed him into the ground, before mercilessly shocking him. Sting seeped out from underneath the RV.

"So, we finally meet. Gotta hand it to you. You're always a few steps ahead of me. How's it feel to be on the other end?" Kevin bragged.

"I don't know what you mean by that," Khyber retorted glibly. Kevin jumped back, eyes wide. Khyber was getting up as if nothing happened. "Insulated cloak," Khyber said with a grin, waving it a bit. "Made from the finest materials. So, what were you saying?"

Khyber again froze. Something was coming at him, but he didn't bother to even look at where the person was coming from. He inhaled, exhaled, and that horrible sound returned. Ruby sped past her target and crashed into a tree, as everyone else cringed in pain.

"Pathetic," Khyber rasped. "All of you. Do your really think you can take down the greatest huntsman in the universe?"

"No," Ruby slurred, her left side still disabled. "But I can sure as hell distract him."

She clicked something in her hand. Khyber looked over and saw a standard earth pen- they used something called "oil" in them, he thought- and suddenly, his vision went white.

"Flashbang!" he yelled as he covered his eyes.

Motion to the left side suddenly returned, and everyone decided to make a run for it; no plan, but everyone knew they had one job: _**Survive**_.

Khyber growled as he rubbed his eyes.

"Did the 'great' Huntsman really just get outsmarted by a little girl?" Khyber glanced over at Kraab, who had pried the goop off of his metallic skin.

"And did you allow yourself to really let our targets get away?" Khyber shot back.

"Hey, you're the leader. You didn't say 'after them' or anything like tha-" Kraab couldn't finish his snarky remark, because Khyber's hand was wrapped tightly around his neck.

"I know many ways to skin the hardest of dermal armor," he said, voice low. "Don't be an example." He released Kraab and threw him to the ground. "Find the boy. And relay that to SixSix."

"...Roger that, captain. And what are you gonna do?"

Khyber pulled out his blade and rushed into the forest. "Teach the girl a lesson."

Kevin sped through the forest as Rush, dodging missiles and all other kinds of fun tech SixSix had on him. Kevin made a sharp turn, before running up a tree...and burst from the top of the tree as Bashmouth.

He pounced on SixSix, his sharp teeth digging into the jetpack and tearing it to shreds. Kevin jumped off before SixSix crashed to the ground. Kevin landed in one of the nearby trees.

"That should take care of that…"

SixSix shook his head and stood up, firing more missiles at Kevin. His arms grew scaled metal armor over his limbs, blocking them and reducing damage. Kevin jumped down and delivered a quick rabbit kick to the back of SixSix's head, shattering his helmet.

Kevin landed before SixSix spun around, revealing his ugly, hideous face. Kevin visibly gagged at the sight. SixSix abandoned his missile reliant battle strategy and lunged at Kevin, pulling out a knife and trying to dig it into his victim's chest.

Kevin kicked him off before shifting to another form. Tentacles began forming around Kevin's forearm. More tentacles attached to his skull while even more tentacles grew down his face, including his lower chin. SixSix hisses at Kevin's new form.

"What's wrong? Are you seriously afraid of King Crimson?" he taunted.

Kevin shot a concussive blast of energy from his eyes, sending SixSix flying through a few trees. Kevin leapt after him, his tentacles slowly detaching and moving into the ground. SixSix ran at the defenseless Kevin, but it was a trap; his tentacles burst from out of the ground in a large pillar, and wrapped tightly around SixSix.

"Let's get this over with." Kevin slammed SixSix into the ground three times before raising him extremely high into the air, and then sending him into the ground one last time, hard enough for the rest of the armor to break.

"So, you done?" Kevin asked, flashing his fanged smile. SixSix didn't respond, instead warping away to God knows where. Kevin took a deep breath and decided to regroup with the others. Hopefully their battles ended just as quickly as his.

XLR8 rushed through the forest; there was no way that Kraab could reach up to 300 MPH, especially in bulky armor like that. He was too self-centered to realize he was going to get his ass kicked by-

Ben suddenly skid face first across a...sheet of ice? What? Ben spun across the ice, immediately losing control. His wheel feet, while cool, were his ultimate downfall; they slid across the ice without any sort of traction. Ben slammed into a tree and groaned. Something mechanical walked in front of him.

"Stupid kid," Kraab sneered, "I've got this armor filled with everything to catch a stupid shapeshifter like you. Anything you can do, I can counter it with ease."

"Is that so?" Ben scoffed.

Kraab responded by blasting him with his claw, freezing XLR8 solid. Kraab grinned under his mask as he raised up the claw. "I hope that stupid watch doesn't shatter," He joked, before green light blinded him. He covered his eyes, and was suddenly decked in the face by something...hot! Kraab looked back over to see Heatblast, standing menacingly.

"Fun thing about those counters," Ben said smugly. "I can counter those easily!"

Ben amassed a large amount of flames around his body, and launched it as a column of fire at Kraab. Kraab yelled as he was suddenly blown back, and the Earth beneath him was scorched into ash. Kraab readjusted himself and modified his weapon to better combat Ben. Ben ran at him and got a few more good punches in, before Kraab gripped down on his arm like a vice.

"Heatkiller," he said in a low voice.

A foam-like substance suddenly ran its way up Ben's arm, devouring all the flames on it. His arm went numb, and Ben immediately knew he was in trouble...until his form shifted again, into Water Hazard. Ben blasted the foam off of him before he fired out a very powerful stream that could shred through flesh in the same manner as a fire hose against tree bark. Kraab planted his legs firmly into the ground as he resisted being pushed back. His armor became dented instead.

"Short Circuit!" Kraab's claw suddenly shot out sparks of electricity that ran up the stream and into Ben's hands...his crystalline hands, that were suddenly shooting diamonds instead of water. The electricity ran through him like it was nothing. The crystals dug into Kraab's armor as he yelled in pain.

"HOW ARE YOU DOING THIS?" Kraab yelled, shifting his claw to another mode.

"Couldn't tell you." Ben smiled, folding his arms. "Let's just say the Omnitrix is _always_ on the defense." Kraab screamed as he fired a sonic blast from his claw, but Ben had already changed form; Ghostfreak easily phased through it.

"So, how you gonna counter-" Kraab threw some strange anti-spectral ooze on Ghostfreak, but Eatle ate it with ease. "-an entire arsenal of aliens, exactly?" Ben fired a blast of energy right back at Kraab, pulling him out of the ground and into a tree. Kraab raised his claw to fire again...only to see nothing there. His arm was _gone._

"Lookin fur somethink?" Ben teased; in his maw, he held Kraab's only method of attacking...and chomped into it like it was nothing. "No? I thought so." Ben gave a shit eating grin as he reverted back to human.

"You...you little brat!" Kraab yelled, stepping away, "You'll pay for this!"

Ruby ran through the forest, dodging and weaving underneath trees. Khyber was hot on her heels, wielding a glowing red blade. Ruby jumped up and began to leap from tree to tree. Khyber listened carefully, waiting for her to strike. He even turned off his blade in order to make himself look defenseless. It was an act, and it worked; Ruby jumped out from a tree, and Khyber used his whistle to make Ruby's left side go numb, miss her target, and for her to land on the ground with an inglorious thud.

Ruby groaned as Khyber swung down his sword. She rolled out of the way and got back up on her feet as the ataxia faded away. He chuckled.

"I think Earth's definition of hunter is by far one of the best I've seen in awhile," Khyber said casually.

"Really. Now why's that?"

"A true hunter does not kill out of rage, or cruelty- he is above such things. He does it to maintain the balance in nature. For sustenance. For safety. To thin the herd. All of these, necessary. To see such a young girl perfectly maintaining these codes, it feels...satisfying."

Ruby sped around Khyber, occasionally firing shots to graze his shoulder. Khyber dodged them effortlessly, and caught up to Ruby as she was cooling down from semblance overuse.

Khyber swung his sword at her again, and she guarded herself with the staff part of her scythe. The two try to overpower one and other, but surprisingly, both are holding their ground, especially Ruby, seeing as she was a ten year old child.

Ruby fought dirty; she spat in Khyber's eye, distracting him and giving her an opportunity to blast herself into the sky with the Crescent Rose. She slammed her blade into Khyber's right shoulder, breaking some armor at full force, before he grabbed her leg and threw her across the field and into a tree.

Ruby shook off the pain and jumped into the air. Ruby shifted her scythe to gun mode and fired some bullets at Khyber, each one propelling her backwards. Khyber dodged most of them, but two get lodged in his right shoulder. He winced in pain, and his sword practically flew out of his hand.

"Clever," Khyber coldly remarked. "You went right for my dominant arm."

Ruby kicked the sword across the field.

"Yeah. Once you started applying more pressure with that arm, I decided to take advantage of it."

"Smart move. But not smart enough. A shotgun fired at long range is liable to cause unpleasant superficial injuries, but less likely to be fatal."

"To be honest, I wasn't trying to go for fatal. Most shoulder wounds aren't that bad if you don't cut an artery." Ruby then aimed for the neck. Khyber closed his eyes, his other hand ready to grab his blaster and shoot Ruby in the head-

BANG. The bullet pierced not his neck...but instead, his stomach. Khyber doubled over in pain, not expecting such a low move.

" _ **You bitch,"**_ he gasped, before falling to the ground.

Ruby spun her weapon around and attached it onto her back. "It's kinda sad that a ten year old managed to put you in your place. And unrealistic."

"That's a real shame...just going out of your way to protect some helpless child. This turned into a huge mess, didn't it?" Khyber huffed. "And from here on out, it'll get worse. For all of you."

And then he disappeared into thin air.

Everyone was quiet in the totaled RV. Mainly due to how much damage they'd taken, or just from sheer exhaustion.

"Hey, Mr. Tennyson...can I borrow your phone for a second?" Kevin asked quietly.

Max nodded. "I suppose so. Don't take too long with it." Max passed him his flip phone, and Kevin dialed a number. He paced around a bit, waiting for the other side to pick up.

"Hello?" Kevin asked. Ben assumed the other line had answered. "Yeah, it's me. I'm just...calling to say I'm safe."

"Who's he talking with?" Gwen whispered, but Ben and Ruby shrugged.

"Yeah, I know. Shouldn't have run off like that...are you still with him?" Kevin paused, as the other side gave an answer he didn't want to hear. "...that's fine. Just don't expect me back for a while."

Kevin closed his eyes, and took a deep breath, as the other line went on for a little bit. "...yeah. Yeah. Love you." He closed the phone and sat right back down.

"...who was that?" Ben asked despite himself.

"My mom." Kevin said stoically.

" _...oh."_

"...let's just focus on getting you over to Anna, then," Ruby said, briefly removing an ice pack from her knee. "I think it's high time you got some rest."

Kevin couldn't agree more.


	19. The Amulet

A/N: This was actually a late addition, I wanted to do more with Kevin and Gwen especially. Next week will be a breather episode, and a short read.

* * *

Driving through Utah's roads was a spectacle in and of itself. It's canyons were deep and seemed to stretch off into infinity, rare spots of vegetation giving it even more color than the sandy brightness the canyons were known for. Ben, Kevin, and Ruby admired its beauty, taking pictures when they could.

"Wow." Ben smiled. "Nature is beautiful."

Ruby nodded. "Absolutely.

Kevin finally put away his cheap camera and said, "Well, I'm out of film. Anyone wanna play some Sumo Slammers?"

"Do you even need to ask?" Ben snorted, getting out his portable game console. Gwen looked up from her spell book and rolled her eyes as she sat up front with Max.

"So, we're finally dropping him off today, right?" Gwen asked, motioning to Kevin.

"Yep! We're almost to the Four Corners. Now, hopefully, nothing bad happens to us. It's been a hectic past few days, hasn't it?" Max joked.

Gwen raised an eyebrow. "Wow, that's the first I've heard you say something like that. Everything ok?"

"Honestly? I'm glad this summer is almost over," Max confessed. "August is gonna fly right past us. Then I don't have don't have to worry about the Rustbucket getting wrecked thanks to some crazy villain."

Gwen shot him a nasty look.

"Oh, and you kids as well," Max quickly added. "Don't feel like returning you kids in a full body cast thanks to Ben or Ruby or...well, you know."

"Yeah, it is pretty tiring dealing with villain after villain after villain," Gwen agreed. "So let's hope the universe throws us a bone today."

"...I'm not sure about that, Gwen." Grandpa pointed ahead to a thick, miasma-like fog that appeared out of seemingly nowhere. Suddenly, the beautiful Utah canyons were obstructed by the thick grey fog.

"That's weird." Max looked puzzled as he turned on his high beams. "It was supposed to be clear skies all day today."

"Hey, weather changes all the time," Ben said, not really paying attention to the conversation. Ruby hung off his shoulder, watching him play his game. "Maybe the weatherman was off today."

"Hold on," Max said, slowing down the Rustbucket a bit. "Hopefully we should still meet with Anna on time."

The Rustbucket kept trucking on, but as time passed, the fog became thicker and more condensed, to the point where the Rustbucket lights barely helped.

"I can't see much of anything right now," Max said, frowning heavily. "We'll have to ease up on the speed."

"Or maybe you just need a light for the way!" Ben grinned, slapping down the Omnitrix dial. In an instant Ben had turned into Heatblast, and he popped open a hatch on the RV and climbed onto the roof. "Let's see if I can blaze a trail here!"

Ben chucked a fire ball into the distance, and watched it soar through the fog. But it disappeared just as quickly, as if something had swallowed it.

Ben scratched his head. "Huh. Never seen fog do that before. Guess I better double down!" He launched a few more fireballs into the distance, but they too were suddenly swallowed by the miasma.

"What's going on?" Ruby asked, poking her head through the hatch.

"I-I dunno!" Ben said nervously. "I keep lighting up the road but the fire keeps vanishing!"

"Maybe you're not trying hard enough," Kevin snapped, moving Ruby out of the way. He morphed into Hot Shot and threw a flaming disc into the distance.

"See, Tennyson? You just need to focus a bit more-" Kevin didn't even finish his sentence, as the disc suddenly vanished as well. Kevin gave Ben a confused look.

Ben shrugged. "Alright. Let's try it together then?"

"...fine." Kevin huffed, and they launched a few more fireballs into the distance. Each of them vanished within seconds, but they kept firing…

...and firing...

...and firing, until the flames surrounding their heads slowly died down.

"Ok," Ben huffed, "there's something _seriously_ shady about this fog."

"No doubt," Kevin agreed. "It's like we're feeding it fire."

Ruby paused. Why did that sound so familiar? She moved so the now human Ben and Kevin could both climb back into the Rustbucket.

"There's something weird about this," Ben told Max. "This fog has a mind of its own or something."

Gwen laughed. "Come on, seriously? We're getting worked up about fog? That's like being scared of a cloud."

"Ok," Kevin cut in, "but why does this fog have big yellow eyes?" He pointed out the window, where surely enough two eyes were peering into the RV...and they were getting closer! Everyone screamed in fright, and Max suddenly swerved to the right. Something honked at them as they passed.

"No monsters in the fog, kids," Max grumbled. "Just some SPEED DEMON!" Max flashed the car the bird from the side view mirror. He wished that car would get what was coming to him...but not right at this moment, if he had to be honest. A ticket or maybe even a crash would do, but not what happened next.

The sound of metal crunching made Max jump, as he came to a screeching halt. _What just happened?_

"What the heck was that?" Ben yelled.

"Mr. Tennyson, what happened?" Ruby asked, tugging his shirt.

"I-I think the person behind us just got into an accident," he stammered. "W-we need to make sure they're ok. I need someone to come with me, just in case…"

"Well, since I'm the whole reason we're going through here," Kevin said, "I'll help out."

"And maybe we could get a better gauge of this fog situation," Max suggested, looking out the window. "I think we might have to postpone our meeting with Anna, at least until this weather passes."

Kevin and Max approached the car. Oddly enough, it wasn't on the side of the road, but right in the middle of it. Max scratched his head.

"Now, how the heck did this get here?" he wondered as he and Kevin got to the driver's side, expecting an answer, but only getting another question; _where was the driver?_ Max made note of the shattered glass on the outside of the car and a few sizeable dents. Kevin knelt down and examined them.

"Maybe another car bumped into them or something," Kevin guessed. "Hit and run. Happened all the time in New York."

"Well, there's no way that someone could just take a body that quickly," Max replied. "Otherwise he would've still been here when we got here."

Kevin frowned. "So, what do you think happened?" Suddenly, something brushed his shoulder. He spun around, but no one was there.

"Something wrong?" Max asked Kevin.

"Y-yeah." Kevin shivered. "Something just touched me." Max and Kevin scanned the fog, looking for someone else. Something wet hit Kevin's forehead.

"Ugh, and now it's raining," he frowned, wiping the rain off with his arm...but it felt _off_. Rain wasn't supposed to be as thick as syrup. Nor did it have any smell, especially not a metallic one. Kevin felt dread pool in his stomach. He slowly lowered his arm, and nearly threw up when he saw his blood covered sleeve. Kevin looked up and his eyes widened in horror.

"Oh my god," he whispered, before tugging on Max's arm.

Max looked up at the sky; the thick gray clouds were _straight up eating someone._ Their body was so chewed up they couldn't tell the gender anymore. Blood poured out of the their mouth and their body limply flailed around as they vanished from sight.

"We need to get out of here!" Max yelled, already turning to run back to the RV, but he froze in his tracks; something was standing in front of the Rustbucket. Max adjusted his eyes to better see the monster.

It was a thin, black mothman-like creature with notably huge wings. The wings were coated with razor-sharp scales and decorated in red veins. It wore the Grimm's telltale skull mask over its face. It looked like every horror story come to life, and it was all the more unnerving as it just stood there, studying Max and Kevin.

"What do we do?" Kevin murmured, not daring to break eye contact with the monster.

"Easy," Max whispered. "Get it away from the Rustbucket." Kevin nodded as he shifted into King Crimson. He shot out his tentacles like daggers at the monster, but it quickly evaded the attack and dashed into the fog. Kevin frowned as he motioned for Max to get back.

"Start up the RV," he ordered stoically. "I'll join you guys in a second."

Max didn't budge- stubborn old man wanted to protect everyone- but he had learned in the short time he'd known the boy just how stubborn he was too.

"Kevin..." Max began, as a figure lurched from the mist. Kevin stretched his arm back and threw a devastating punch, but the figure dodged just in time, disappearing once more into the fog. Kevin frowned.

"It's fast," Kevin growled, but chose to stand his ground as King Crimson. It felt like a weird suit of armor, but it gave him some measure of comfort. "Get Ben. I have a feeling this is gonna get rough." Max slowly crept back into the RV as Kevin remained outside.

A blue streak flew past him, and he quickly scanned the area. The sheer speed of the blur caused some of the fog to part, but surprisingly not a bit of sun shone through.

"I can't see a damn thing out here," XLR8 said as he regrouped with Kevin.

"I have a feeling that's what it wants," Kevin said, before the monster wrapped its arms behind his neck. Kevin quickly threw the thing off of him and slammed it into the ground, unleashing a quick flurry of tentacles on him. However, each hit managed to pass through the monster like it was a ghost.

Ben gasped. "It's a Grimm!"

"A what?" Kevin asked, before the thing kicked Kevin away. Kevin landed with a powerful crash, the wind completely knocked out of him. The Grimm turned its hateful red gaze to Ben. Ben just grinned.

"I think I know how I can handle you." He ran around the monster at race car speeds, sucking it into a cyclone and sending it into the air, disorientating it enough that it crashed painfully into the ground once the cyclone was gone. Its red eyes blinked out, but it still twitched on occasion. "Come on! We haven't got much time!"

Ben and Kevin made a beeline for the RV, and…crashed right into the front of the Rustbucket. They were so scared of what might happen they didn't realize Max had pulled up. Max screamed in fright before promptly fainting.

"Well, looks like we're gonna need to make another quick detour," Ruby sighed as Ben and Kevin freaked out outside.

* * *

A few hours later, the group was recuperating at nearby auto repair shop, which was also another way of saying 'plumber hideout', apparently.

"I asked Anna to meet us here. She'll take out that fog monster first thing. She'll then be taking Kevin with her to her base, and dropping off a different Rustbucket," Max explained, still a bit shaken by the 'death' of his ride.

Ben rubbed his head nervously. "Yeah...sorry about that." Everyone was bummed that their day had to be spent in the base in the middle of nowhere, sans Gwen, Ben and Ruby. Ben and Ruby had their eyes eagerly glued to a television screen as they watched a new episode of Sumo Slammers, while Gwen had her nose buried in Charmcaster's old spell book, one particular page catching her interest:

 _She was terrifying. Her utter dominance over the nature of magic was beyond comprehension,_ Gwen read quietly. _After being forced to live a lonely, isolated life by her cruel father, she somehow managed to escape. Her quiet vengeance upon her people was terrifying, for after all, magic and life had been intertwined, one refusing to live without the other._

 _Why did she hate them? Truthfully, the historians aren't sure; some hypothesize it was because they used their gifts as second nature and not first. But her reasoning for wiping out all magical activities on Earth? None can say. She took out herself with it, and it would take years until human life would return. Magic was rejuvenated on Earth during the time of the 1600s, but that was a failure; witches and wizards alike were burnt alive for their gifts._

 _I suppose humans learned to fear magic from the instincts of their predecessors._

"Whatcha reading?" Kevin asked, obnoxiously sipping on a slurpee.

"Just some history on magic."

"Pfft." He rolled his eyes. "Probably fake."

"Says the guy who's dressed like someone they'd burn at the stake."

He blinked. "...damn, I've got nothing for that."

"Thought that would shut you up."

"How long until Anna gets here?" Kevin asked.

"Grandpa said it should be a few more hours," Gwen answered. "Nice job on the Grimm situation, by the way. Well handled."

"Well, it was mostly Ben's handiwork." Kevin chuckled. "As much as I rag on the guy, I'll give him props. He knows how to keep a level head in tense situations. Same with Ruby. It's incredible how natural they-"

Ben abruptly screamed in horror. Gwen and Kevin glanced over at him, his eyes still glued to the screen, but his finger was stuck out like a witch casting a hex. "LOOK AT WHAT THEY'VE DONE TO ME!"

Gwen and Kevin look over at the screen; a cartoonish squad of Ben's aliens were fighting against an army of candy monsters.

"It's the Super Alien Hero Buddy Adventures!" An overly enthusiastic announcer said. "Featuring! FIERY BUDDY! LOUD BUDDY! HARD BUDDY! WEB BUDDY! HUNGRY BUDDY! FLYING BUDDY! CREEPY BUDDY! TECH BUDDY! AND WATER BUDDY!"

Kevin laughed uproariously at the cartoon and Ben's crushed face. Ben didn't react, just staring at the screen in humiliation. Ruby was patting his back in sympathy. .

"They've butchered my boys." Ben sounded broken. "They've butchered all of them!"

"Hey, hey, it's gonna be fine," Ruby said soothingly. "It's a kid's show, I'm sure it isn't all bad."

"JOIN THEM AS THEY TAKE DOWN...THE RED QUEEN!" A frightening woman draped in a red cloak and holding a menacing scythe was shown commandeering a helicopter that dropped out more candy minions. Ruby's face contorted in horror and disgust.

" _Somebody's gonna pay,"_ she hissed through gritted teeth.

"I'm gonna sue those fuckers! We are going to study this entire episode and any others like it, take notes and sue the pants off the creator!" Ben declared.

Ruby nodded. "Right!"

Ben and Ruby glared at the television like it insulted their mothers. Kevin rolled his eyes. "Dweebs. Anyway, back to that book. Do you seriously believe it?"

Gwen shrugged. "Well, it really hasn't failed me before."

"I mean, you said it wasn't yours, right?" Kevin asked. "How do you know it isn't just the edgy fanfic of whoever owned it before?"

"Actually, now that you mention that…" Gwen flipped back to the page on the Keystone of Bezel. There were a few notes on how much destructive power it had and its potential. "Most of these are correct. It's just that the person who owned it wanted to commit magic genocide."

Kevin took that in. "...ah."

"That being said...it _is_ kinda edgy."

"So, where's the original owner?"

Gwen shrugged half-heartedly. "Wouldn't know."

* * *

Elsewhere in the city, a young girl had stolen some canned food and old vegetables from an open market. A few people were chasing after her, gaining speed. She frowned heavily before honing in on the 'leader' of the chase. Her red eyes light up as the man stopped. The people behind him skid to a halt.

"What the hell is wrong with you? She's getting away!"

The leader started to hyperventilate; from his perspective, the world around him was crumbling, slowly collapsing into black nothingness. The others look at him in confusion and concern.

The girl then did some parkour tricks to evade them, and ended up jumping from rooftop to rooftop before stopping in an alleyway. She jumped down and returned to her small hideout, a makeshift home with boxed walls and a wooden roof, one old tarp acting as the floor, while many others were draped over the roof, offering peace from the rain and from the outside world. Duffel bags full of supplies acted as pillows, while a thick old blanket was tucked neatly against one of the walls.

The girl took off her cloak; she was a young teen with medium-brown skin and dark-red eyes. Her hair was a light, mint-green with a straight fringe and bangs as well as two long locks on each side in the back. She was dressed in jean shorts and an oversized gray t-shirt, both articles of clothing clean but having seen better days. "That was easy," she declared, as she set the food down in front of Charmcaster, who was furiously scribbling something down in a notebook. "Uh, hey, not to be a bother but...can you cook this?"

Charmcaster looked up from her book and sighed. "I suppose." She flipped to an already filled out page, and scanned for a certain incantation. She hovered her hand carefully above two of the cans and some of the vegetables. The limp carrots peeled themselves and were cut into small pieces, and the green beans were cooked thoroughly. Two cans of baked beans with bacon were cooked, the tin coverings popping off and letting steam escape. The cooked carrots and green beans joined both mixtures, everything somehow fitting together in those 15 ounce sized cans.

Emerald grinned as she snatched up one can, a spoon already in hand. "Thanks. I forgot how good this stuff tastes when it was warm."

"Let me guess, headache from your powers again?" Charmcaster asked, genuinely curious.

Emerald nodded as she ate a spoonful of her baked beans. "I still need some practice, I guess. Lucky you don't get headaches from your...semblance or whatever."

Charmcaster shut her book. "I've told you before, it's not a 'semblance'! I don't even know what that-" Emerald smirked as Charmcaster got angry about the confusion. Charmcaster huffed as she slumped back in her seat and got back to writing.

"You get all cute when you're huffy."

"Shut up."

Emerald rolled her eyes and went back to eating. "So, you gonna join me later on for a quick heist? I could use your help."

"If you want me to be distraction, you're asking the wrong girl," Charmcaster said, slowly eating her own meal. She didn't particularly like it, but she wasn't going to complain when she was homeless. She had gotten incredibly lucky- she was smart enough to realize that girls her age didn't last long on the streets. It was a testament to Emerald's intelligence and luck that she was able to stay safe for so long.

"No, actually. If anything, I'll be the distraction." Emerald pulled out a newspaper clipping from her pocket and threw it over at Charmcaster; it was an article about a fancy looking amulet that was being presented at some downtown museum. Charmcaster's eyes widened upon skimming some of the article. "I know the thing is fake, but I think it would cost a pretty pe-"

Charmcaster beamed. "You definitely can't put a price on something like this!"

"Huh?"

"This is the Amulet of the Cursed One; _no one_ can copy the details she put into this!" Charmcaster explained. "If we could get our hands on this, I could stand a chance against Adwaitya, and you could finally make those 'changes' you've so desperately wanted!"

Emerald's eyes lit up. "F-for real?"

Charmcaster nodded eagerly. "A world where street rats and other so-called 'degenerates' are able to coexist with other people and not be treated as trash! Honestly, I hate how they don't already do that."

"Society is a fucking nightmare."

Charmcaster wrapped her arms around Emerald's shoulders. "So...what's the plan, little miss?"

Emerald grinned as she laid out some blueprints of the museum from seemingly out of nowhere.

"Where'd you get that?"

"Magic," Emerald joked.

"Stop that."

* * *

Back at the auto shop, the television still blaring that awful cartoon, Ben _seethed._

"Water Buddy, you're such a bed wetter!" Fiery Buddy joked.

Water Buddy crossed his arms firmly. "No I'm NOT!"

Suddenly, Spooky Buddy came up from behind him. "BOO!"

Water Buddy screamed, as water leaked from his canisters. The other buddies all pointed and laughed at Water Buddy.

Ben was seriously tempted to commit murder. "If I can kill the creator and get away with it, I will."

Ruby menacingly polished her Crescent Rose. "Dibs on keeping the head."

"Super Alien Hero Buddy Adventures will be right back, after these messages," the narrator announced. A commercial came up, and a well-built man with salt and pepper hair and beard came on screen. Behind him stood the city's museum.

"Hi there!" The man said. "You may know me as Cameron Campbell. As curator of the town museum, I implore you to check out the occult and totally not fake celebration we have going on this month!"

Gwen's attention snapped to the TV.

"We have a special showcase on objects gathered from around the world, and have totally real verification that they are real magical relics from a time long forgotten."

Kevin rolled his eyes. "Please tell me you aren't buying this crap."

Gwen shrugged. "I mean, it could be fake, but I'm still kinda interested."

"You'd buy someone pulling a rabbit out of a hat as advanced wizard magic," Kevin sneered.

Gwen shot him a nasty glare before turning her attention back to the screen...and her jaw dropped. In the curator's hand was a familiar necklace.

"This necklace is quite...something, isn't it? Power is flowing from this thing! See? My hand is burning just touching this!" Cameron opened his hand to show it was fine. He frowned heavily. "Well, the TV could be lying to you. Why not see for yourself and give me YOUR money?"

Gwen immediately stood up and ran out of the room. Ben and Ruby didn't really care.

"...should I-" Kevin pointed his thumb in her direction.

"Yeah, yeah, just don't destroy the town," Ruby brushed it off.

Kevin went after her just as Max walked over. "Where are they going?"

"I dunno. Probably to walk around," Ben said.

"Ah. So, what are you wa-" Max glanced back at the television, only to see a bunch of cartoony versions of Ben's aliens doing some horrible dance. "...the hell is this garbage?"

"RIGHT?"

Kevin ran after Gwen, who was dead set on getting to the museum. She furiously flipped through her grimoire.

"You're seriously gonna buy some crap about the magic amulet from the damn commercial? That thing is faker than vegan bacon," Kevin said, crossing his arms.

Gwen looked up from her grimoire. "What?"

"...I had to eat some questionable food on the run, ok?!"

"It's not fake. Check it out." Gwen showed Kevin a page in the grimoire, devoted to the amulet shown on TV. It was a small, onyx black heart with a red crack through it, nearly reaching its center. There was a border of intricate gold filigree around the heart, leading up to a simple yet sturdy gold necklace.

Kevin's eyes followed some of the words. "The Cimmerian Amulet?"

"It's a powerful amulet that was crafted by a powerful sorceress. It's said that it could grant a wearer her immense power. Stack that on top of someone else's magic, they could end up either more powerful or just as powerful as her. According to historians, its existence is a total anomaly; she wasn't exactly the paragon of kindness. People to this day still don't know why she made it," Gwen explained.

Kevin was sort of convinced now. "Alright...so, you think this the actual real deal?"

Gwen nodded.

"How will you know?"

"If Charmcaster shows up as well. Now come on!" Gwen began sprinting again.

Kevin dashed after her. "Another question! Who's Charmcaster?"

* * *

The museum was bustling with activity; people had been swayed by the curator's words and were admiring the vibrant tapestries that claimed to be from magical cults of the past. Gwen and Kevin were walking amongst a tour of people, as an overly enthusiastic tour guide guided them through the rooms. His nametag had the word David excitedly scribbled on it.

"And heeeere we have the tapestry of the clan of the "Steel Throne"! They were apparently torn apart when the terrifying queen Garyentar tore the nation apart with her army," David said cheerfully.

Gwen nudged Kevin. "That's false. She was essentially the scapegoat for the entire thing."

Kevin nodded. "Huh."

"Also they neglected to tell us that her army was made of dragons."

"...huh. Bitchin.'"

David then showed the group a small box with horrifying markings on it. "And...uh, actually, I don't know what this is!"

A creepy looking janitor with a hook for a hand grabbed the box. "It's my lunch."

David blushed. "Oh, my apologizes."

Gwen looked horrified.

"What's the big deal? It's just some dude's lunchbox." Kevin snorted.

"...that's a box full of souls," Gwen said, terrified.

David then led the group to a room guarded off by some stanchions. "And here is by far the most priceless artifacts in the museum today; the Cimmerian Amulet! We know not it's origins, but it's power is immense!" David then pointed to a voltage scanner on the display case; the numbers were constantly changing.

Gwen grinned. "Jackpot."

The group followed David to another area as Gwen and Kevin snuck into the room. Gwen closely inspected the amulet. It was smaller up close, but no less beautiful. The onyx heart gleamed in the museum's lighting, and the red crack shone brightly, contrasting beautifully against the black gem and gold filigree border. "It looks real. But I can't really confirm that for now."

"So what, we have to wait for your bitter rival to show up?" Kevin asked.

"Yeah, pretty much."

Kevin stood there for a second. "...yeah, I'm gonna go to the food court. Want anything?"

Gwen shook her head. "Nah, I'm good."

"Alrighty then. Be back in five." Kevin walked out of the room, leaving Gwen alone. She took a deep breath and looked back to the necklace. She pulled out her grimoire and compared the two once more.

"Nice of you to attend the event today, Gwen." The redhead turned her head around to see Charmcaster walking out from the shadows.

Gwen grinned. "So, this confirms it. It _is_ real."

Charmcaster crossed her arms. "Absolutely. I didn't expect you to show up, though. But that's not an issue."

Gwen immediately conjured up a spell that encased Charmcaster in a blue sphere. Charmcaster didn't even flinch. "Really? No fanfare? No fancy counterattack?"

Charmcaster grinned. "So who was that boy with you earlier? He seemed right up your alley. Your mom probably wouldn't like him though, especially with an outfit like that."

Gwen blushed. "S-shut up! Answer the que-"

"Oh, no, I'm just saying; it's funny we had the same idea." Charmcaster flashed a Cheshire grin. Suddenly, Emerald slammed Gwen to the floor, her focus on the sphere dissipating. Emerald subdued Gwen in a judo hold with relative ease. Charmcaster grinned as the sphere disappeared and walked over to the display. "Great job planning, Em. She took the bait easily."

Gwen grunted. "So who's this? Your assistant or something?"

Charmcaster gasped. "Wow, you think I'm low enough to see her as that? No! She's my...friend." Emerald shot her a look, and Charmcaster just shrugged, mouthing something that Gwen couldn't really make out. Gwen saw the advantage; her grimoire flipped open, releasing a burst of energy that blew everyone back and wrecked the room.

Kevin stood in line, awkwardly looking around, when a kid in a blue hoodie cut him off. Kevin placed a hand on his shoulder. "Hey, kid, we have lines for a reason."

"What are you, a narc or something? Don't touch me," the kid snapped.

Kevin was caught off guard by the kid's moxie. "Listen brat, I'm not sure where your parents are, but so help me God, I will not hesitate to choke slam your bitchass."

"Oh, what? You gonna fuckin' try to strangle me with your weak ass noodle arms?" The kid insulted him. "What are you, 11? Think you're better than me 'cause you have a height advantage? Go back to listening to System of a Down, you freak."

Kevin opened his mouth to retort, but a loud noise in the distance caught his ear. He frowned before turning back to the kid. "This isn't over."

Kevin then transformed into Brass Monkey and jumped up on the ceiling, crawling towards the scene. A few people were openly shocked by this, but the kid was barely fazed.

"Fuckin' freak."

Gwen got back up, a loud ringing in her ears. Dust was blown about everywhere, making it hard to locate the thieves. (This was actually just an illusion caused by Emerald so Charmcaster can get the amulet, but Gwen didn't know that.)

She looked around aimlessly, confused and disoriented in the dusty fog. Emerald snuck up behind her to get another good hit in...only to be ensnared in web. Emerald yiped as she was pulled up by Brass Monkey's thread. He frowned as she violently struggled around before sticking her to the ceiling.

Her illusion on Gwen broke, right as Charmcaster was about to nab the amulet. Gwen sent a magical missile flying at Charmcaster, who blocked it easily.

Kevin jumped down from the ceiling and transformed into Rush. He sped at Charmcaster as she fired red crystals from her hands like bullets from a gatling gun. He weaved through the attack with graceful ease. Charmcaster then threw up a defensive smoke barrier, blanketing the area and making Kevin stop in confusion.

He quickly noticed something moving in the distance. From his point of view, it looks like Charmcaster; Kevin ran at her and struck her in the face with his leg, knocking her across the room. He grinned...only for it to reveal he kicked Gwen in the face.

"What the-"

Gwen rubbed her face in pain. "The...the other one can...cause illusions!"

Emerald smirked as Charmcaster finally grabbed the amulet and put it on. Her skin turned deathly white and her sclera turned black. She snapped her fingers, and suddenly the web holding Emerald to the ceiling turned into smoke. Emerald plummeted to the ground, but Charmcaster caught her in a bridal carry.

"T-thanks," she said, blushing.

Charmcaster gave her a shy smile and put her down, quickly turning her attention back to Gwen and Kevin. Both were standing far away from her, in combative stances and waiting for the right moment to strike.

"Hilarious. So these humans think they stand a chance against me, hm?" Charmcaster grinned.

Kevin furrowed his brow. "Come again?"

Charmcaster laughed. "Nothing. I just think it's funny how weak you two are. Especially the girl. She isn't a natural magic user. And you're just a copy of her cousin. In the grand scheme of things, you and the rest of humanity are just… _insignificant."_

"Are you kidding me?!" Kevin shouted back. "Look at what humanity has done! We've built the pyramids and the Parthenon and created the greatest empires in the Milky Way. We've created education and diplomacy and clean water and the atomic bomb and cars and rockets. Our footsteps are on the moon! We grow and change and easily adapt to new environments- have you been to Australia? The Arctic Circle? The Sahara? Nature is constantly trying to kill us but we still go there, exploring and making homes when other life forms avoid it. Members of our own species can develop superpowers unlike anything the universe has ever seen, and we can take on alien life forms with a bit of training and our own natural adaptation. Hell, we don't even need powers, we just need a gun and a clear shot. You think your powers will save you when you're in a headlock or have a gun pointed to your head? Don't underestimate humanity, you racist bitch!"

Kevin took a deep breath. Charmcaster gave Kevin a bemused stare. "...Damn. I feel bad for doing this now."

Kevin slowly started to melt into a puddle of slime. " _Worth it!"_

Charmcaster laughed like a banshee as she flew out of the room and started terrorizing the crowds. Emerald was hot on her heels, but purple magic soon caught her, bringing her up into the air so she could join her partner in crime.

Campbell and David stared up in shock.

"Gwen was right to take her day off," David sighed.

Campbell shot him a look. " Who gave her the day off?"

Charmcaster hit Campbell in the chest with a magical blast, sending him flying into a weapon's cabinet. David shrieked as he ran over to help him up...only to see no one there.

"Mr. Campbell? Mr. Campbell?" he panicked.

"Down here!" David looked down to see Campbell, his soul and body forced inside a small cursed blade.

"Mr. Campbell! Oh my gosh, are you ok?"

"Of course not! I'm in a fucking sword, David! I can't show up to meetings like this!" he yelled.

David raised an eyebrow. "Business meetings? Sir, you barely have those."

"...yes, business meetings. And no other meetings."

Charmcaster started animating the fossils and other displays around her, letting them rampage inside the museum and wreck the other exhibits. A bunch of "authentic dino bones" (which were absolutely just random bones from animals pieced together) start closing in on David and Campbell.

"...well don't just stand there, do something!" Campbell shouted.

"Then I apologize for this, sir!" David screamed and started swinging the sword around, his boss yelling in pain.

"DAVID, SWING ME ANY HARDER AND I AM DOCKING YOUR PAY!"

Gwen and a reformed Kevin ran out of the sealed room and helplessly watched Charmcaster blast a hole through a museum wall and fly into town, Emerald right beside her.

"I'm gonna go after them! You take care of the museum." Gwen ran through the hole in the wall and followed the cackling witch. All of the monsters in the museum circled around Kevin. .

"Oh, this is gonna be fun." He cracked his neck and gave a smirk.

Tentacles began forming around Kevin's forearm and eventually formed an arm. More tentacles attached to his skull while even more tentacles grew down his face, including his lower chin, and eventually covered his whole body…

King Crimson took a deep breath and stood perfectly still. He looked so tranquil for a two legged kraken or...whatever he was. He bent forward and took a deep breath and moved his arms omnidirectionally at mach speeds. They were no longer able to be perceived by the human eye, leaving only jet streams in their place. The hits landed so fast the displays couldn't process what had happened…

And suddenly, the fossils all turned to dust. Kevin had punched them all so hard they just broke down into nothing.

David and Campbell watched from a distance.

" ...golly."

"What the fuck."

Kevin started to walk out of the place, but paused his steps. He walked over to the food court and snagged some hot dogs from a stand. He was about to eat them, but then he turned to one of the museum workers.

"Do I have to pay for these?"

David shook his head.

"Alright. Thanks." Kevin scarfed down all the hot dogs and went on his merry way to join Gwen.

* * *

Back at the shop, Ben, Max, and Ruby were invested in the Alien Buddies show...for the absolute wrong reasons. The Red Queen towered above Fiery Buddy.

"It's over, Fiery Buddy!" The Red Queen snarled. "I have wiped out all the rest of your alien hero buddies, and there's nowhere you can hide!"

"Aw man, I can't fight, and you might as well be right!" Fiery Buddy whined.

"OBLITERATE HIS ASS, RED QUEEN!" Ruby shouted savagely.

The Red Queen raised her scythe high in the air, and swung down- only for the news to interrupt. The group groaned loudly.

"This had better be good, I wanna see that dude die," Ben grumbled.

A local newscaster straightened out his papers. "We interrupt this broadcast to bring you some breaking news; earlier this afternoon, an apparent 'evil witch' has attacked the occult museum."

A picture of Charmcaster appeared on the left side of the screen. The group froze.

The newscaster went on. "Currently, reports say she's flying through town, displaying her horrifying powers...also, stop tweeting death threats at the news station. Super Alien Hero Buddies can wait."

Ben and co ran out the door, ready to fight Charmcaster.

Gwen chased after her enemy, occasionally dodging whatever chaos she had created, be it animated chairs and tables, or the occasional falling debris. Charmcaster was strong before, but now her powers just seemed infinite! The world was clay in her hands.

"GWEN!" She turned to see Ben, Max, and Ruby catching up to her.

"So, what's the full story here?" Max asked, panting lightly.

"Scary amulet. Insanely powerful. Charmcaster has some partner in crime," Gwen briefly summarized.

"Good thing I'm here now!" Ben said with a grin.

Charmcaster looked over her shoulder to see Gwen was still following her. "Ugh, this brat won't let up, will she?"

"Looks like she brought some help, too," Emerald said. "We need to distract them." Charmcaster flew past a television store and smirked evilly. She blasted one of the screens, destroying the television.

"Uh, why would she do that?" Ben asked, before looking at the fried TV. It could just be him, but something was moving in there...and out popped a small, adorable looking Heatblast.

"Hyah! Have no fear, Fiery Buddy is here!"

"And so are the rest of us!" a gruff voice announced. From out of the television, the alien hero buddies jumped out, striking a pose. Ben stared at the abominations.

"Ok, I hate them and all, but," Ben rubbed the back of his head, "this feels wrong. They're for kids, I don't wanna fight them!"

"Yeah, now I feel oddly attached to them," Ruby agreed, frowning in dismay.

"Well, be happy they're not more threatening," Max joked.

"Oh, now there's an idea!" Charmcaster crowed, before she zapped the alien hero buddies. Suddenly their bodies began to contort and freakishly fuse together, turning into a terrifying amalgamation of all of Ben's aliens. They no longer looked like they were for children, but rather for a deranged psychopath that skinned his victims alive. Ben frowned as he turned to Gwen.

"Yeah, this seems about right. You go take care of the Hex Girls. I'm gonna handle this."

Gwen ran off as Ben slapped down the watch. Plating grew around his arms, and soon around his body. "Let's roll out!" Ben quipped, as he curled tightly into a ball and rammed into the beast with a concussive force, knocking it back.

"That was cheesier than anything those cutesy monsters ever said," Ruby sighed before whipping out her weapon.

Ben launched himself again at the cartoonish opponent, knocking them away. Then he bounced away and rammed into the beast, using the same attack several times but in different directions. Finally, Cannonbolt bounced high up into the air and charged downward to knock the opponent into the ground, pushing it into the pavement. The monster exploded, leaving ink everywhere.

Ben rebounded off the ground and landed on his feet, reverting back to human. "And that's how it's done!"

"Aw, I didn't get to do anything cool!" Ruby pouted.

"I still think you can, kiddo. Look!" Max pointed at the monster, which was reforming slowly. Ruby grinned as she shoved Ben out of the way. "My turn!"

She loaded a magazine with an image of a lightning bolt on its side into Crescent Rose and fired. Electric bolts encase one of the ink monsters arms. The monster slammed it into the ground, sending the others flying backwards. Ruby spun Crescent Rose around and loaded another magazine into it - this one with imagery of fire on its side. She fired, and the flaming projectile swung around and obliterated the thing's head.

"Ha!" Ruby cheered. "Beat that!"

"R...RED QUEEN!" The beast bellowed as its head reformed, before it freakishly morphed its body into an even more horrifying amalgam.

"...alright, Max, you're up."

"Well kids, it's time I taught you the secret Tennyson technique in situations like this."

"And what's that?"

"Cheese it!" Max started running down the street. Ben and Ruby shrugged and just followed suit. Max knew what he was doing. Hopefully.

Max sped around the corner, the kids not too far behind him. The beast was catching up to them. "When I was younger, Frank would always get ink stains on his shirt thanks to his pens. Had to scrub it off with a lot of water."

"Uh, weird story grandpa, but I don't see what it has to do with this," Ben said pointedly.

"I'm saying we need to give this thing a good old power wash!" Max grinned as he pointed over to a fire hydrant. Ben and Ruby gave each other a mischievous look before Ruby sped on over to the thing.

"Oh, Stupid Alien Zero Duddies!" Ruby yelled in her best evil villainess voice. "I'm over hereeee~!" The beast rounded the corner and lunged at her, and in a split second, Ruby slashed through the fire hydrant. Water sprayed right into the monster's face. The thing screeched in pain as it was washed away, pooling on the street before being swept into the nearby drain.

"Welp, consider that a hearing from my lawyers," Ben said with a grin.

Kevin suddenly approached the three out of nowhere, still King Crimson, and feasting on some hot dogs. "What did I miss?"

Gwen quietly crept near Charmcaster. The world around seemed to bend to Charmcaster's will, it was nearly impossible to even touch her...but yet, here she was, looking at her partner. Gwen opened her grimoire and flipped to a certain page.

"Crimson Briar!" she whispered. Several prickle-covered vines shot up from out of the ground, but the second they reached Charmcaster, they wilted into dust. Actually, now that she looked closer...Charmcaster didn't look like she was casting magic.

"Emerald?" Charmcaster asked, her voice filled to the brim with concern.

Gwen peered around the corner and gasped; the necklace was hung around Emerald's neck, and glowing a horrible black.

"I...I just wanted to try to cast a spell!" she gasped, tears in her eyes. Emerald fell to her knees and sobbed; the necklace was digging into the skin around her chest.

"Oh no...you can't handle the necklace because you're not magic!" Charmcaster cried out in fright.

Emerald looked around as her breathing got frantic. She held her head and let out a loud scream, activating her Semblance. The amulet around her neck shattered, onyx and gold raining on the ground. Suddenly, the world turned dark as black smoke rose from the ground nearby. From it, a giant effigy of a woman with corpse-white skin and dark robes appeared, limbs bent and deformed. She towered above the buildings like an evil goddess. The giant opened her blood red eyes, and let out an earth-shattering scream as it swooped down over everyone.

Afterwards, everything returned to normal. The sky brightened, the people nearby went about their day… it was like the monster hadn't been there at all. Gwen shook in fear, wiping sweat from her brow as she slowly got her bearings back. Charmcaster and Emerald were nowhere to be seen.

"W-what the hell was that?" Kevin said quaveringly. Gwen looked back to see the others walking towards her, Kevin and Ben fully human and Ruby having her weapon out.

"More like _who_ was that?" Ruby said darkly.

"That was just...an illusion," Gwen rationalized. "Probably the spirit of the woman who created the necklace."

"I can see why someone like her would make that necklace," Max remarked, brushing off his shirt.

Ben blinked. "Well, I'm gonna have nightmares now."

"Same!" Ruby smiled, as they high fived.

* * *

They found Anna back in the auto shop, sitting at a nearby table and snacking on tea sandwiches and orange juice. It would have looked like a nice picture if she wasn't covered head to toe in black and red blood.

"Uh, shouldn't you clean yourself up?" Gwen asked her, wrinkling her nose.

"I would, but five minutes ago I disassociated so hard that I legit saw my soul walk out of my body, and watched as my body walked around like a zombie in a bad horror flick," Anna stated. "It was almost as horrifying as killing all those Grimm. Which, by the way, should finally end all those Mothman rumors."

"Well damn, guess there won't be a Mothman festival anymore," Kevin joked half-heartedly. He turned serious. "So, what are you gonna do with me?"

Anna wiped her mouth, which got rid of the crumbs but none of the blood. "Well, my tenure at the summer camp is almost over- I was part time anyway. I'm gonna take you to Miskatonic and get you some therapy and trainers over there. That school is teeming with kids like you, and aliens that need help blending into human society, so you'll fit right in."

"Wait, you mean Miskatonic University?" Ben furrowed his brow. "That school near Bellwood?"

"That _Ivy League_ school near Bellwood?!" Gwen nearly shrieked. "Are you telling me it's a campground for aliens and other weird things?"

"Kid, it was founded by the Plumbers to _be_ a safe place for aliens," Anna said bluntly. "With the Plumbers, nothing is _ever_ what it seems."

"So, is this goodbye?" Ruby asked forlornly. She wasn't exactly friends with Kevin, but it would be weird not hearing from him.

"And we were just starting to get along, too," Ben said sadly. Kevin looked crestfallen.

"Kevin's getting the help he needs," Anna told them gently. "It's not a goodbye, it's a 'see you later.'"

Max beamed as the children cheered.

* * *

In an alleyway at night, Charmcaster held an unconscious Emerald close to her chest.

"It's ok, sweetie. You...you just lost control a bit. It happens to everyone." Charmcaster sighed as she closed her eyes.

"Quite the show you put on today." From out of the darkness, the smirking face of an older woman walked out; she had short dark hair and a pair of dual swords with arrows on her back. "So, how did you do that?"

Charmcaster glared at her. "What do you want?"

"I've already told you. And I don't like repeating myself. I know my fair share of magic, but none such as your own. Magic, like thieving, is an art of patience, coordination, and in a pinch, sleight of hand. You lack all facets of it, and yet you can use magic like a master of old. It's strange," she mused.

Charmcaster raised an eyebrow. "Who are you?"

The woman extended her hand. "My name is Cinder Fall, and I'm someone who will make sure you or your friend won't go hungry ever again."

* * *

A/N: I'm so glad I have a co-author for this stuff, as she also acts as my impulse control. I went to an aquarium in Boston and felt the urge to turn the alien Kickin' Hawk into a penguin. I know it seems weird, but it would've been like Hawlucha, but thankfully, she shut that idea down.

I've also had a busy week, my back is killing me! I moved some rocks outside of my house, and there was a LOT. I will say I'm glad I did it, because it gave me sometime to think about it. I also helped out writing some other episodes for "E-10: Horizons", another project I work on. If you like Gemstones, please check out "E-10" on Wattpad or the Ben 10 Fanfiction wiki.

I also made a playlist for Kevin's aliens on Spotify! I'll add onto it as more forms are reviewed. user/transwiththeplans/playlist/0uNnhyr83E7Ix2qe54YaaC?si=kM9DGSn4TwKVbTdr9FdGmg


	20. Midnight Madness

Next week is a three part finale. That's all I really have to say.

* * *

[MEGAMALLOPOLIS]

If someone had told the kids that one day America would create a sprawling city state dedicated to consumerism… they would believe it. Megamallopolis was every capitalist's wet dream, with sprawling postmodern architecture, multiple skylights, and floors upon floors of commerce. If a brand was worth its salt, it was somewhere here, just waiting to take your money.

After spending a full day in that whirlwind of bright lights, sounds, and overall capitalism, the Tennysons and Ruby walked out to the parking lot. Gwen kept one eye on her brochure, rattling off mall facts.

"500 stores, 72 restaurants, 48 movie screens and an _indoor rollercoaster?"_ Gwen breathed, in total awe.

"Someone could live there for the rest of their life," Ruby mused. "You know, if they were rich or weren't opposed to the five finger discount."

Max sighed. "I dunno. The food market was kinda disappointing. There was nothing there that I would have liked to cook tonight...I suppose these hamburgers will have to do."

The kids all coughed, giving faux "sorries" to make Max feel better.

"Seriously though," Ben said, changing the subject. "I love it here! This place has everything!"

Suddenly, a few store alarms went off. The Tennysons turned their attention to a robbery in progress, literal masked thieves running off with a bags of loot. A few security guards chased after them.

In a frantic rush, a single mall security guard yelled to stop them. "HALT! IN THE NAME OF MALL SECURITY!"

"Including their own police force, by the looks of it," Max snarked.

Ben stretched a bit. "Looks like they could use some help too. A hero's work is never done," he said cockily.

Ben scrolled through the watch and stopped on Blitzwolfer's icon. He slammed it down, and started chasing after the thieves and security on all fours. However, the thieves jumped from a lamp post to a floor on a parking structure, halting the chase...at least for the security guards. Ben jumped up and swung around the lamp post onto the same floor, landing in front of some elderly people. They stared at Ben.

Ben blushed. "Uh, nothing to see here, folks! Just...chasing after some crimina-"

One of the elderly people kicked Ben in the face, knocking him back. They then proceeded to do a triple backflip, and land in a rather overdramatic kung fu pose.

" ...I'd be lying if I said this was the first time I've encountered ninja old people," Ben sighed.

Ben struck a fighting pose and lunged at the two, but they easily ducked under him. Ben got back up, but one of the elderly attacked him with a perfectly executed "teeth of the tiger throw", grabbing his neck between their legs and slamming him into the ground with a midair twirl. Ben groaned as another elderly delivered a sinister downward roundhouse kick to his head, but Ben blocked with his metal gauntlets just in time. The elder jumped off of him and rejoined his partner.

Ben growled as he stands back up, flashing his teeth. "I'm just gonna make this easy for myself."

Ben roared, before his teeth were coated in the same metal as his gauntlets. He took a deep breath and barked. His shouts reverberated off of the metal in his mouth and created a powerful sonic blast that sent the elderly flying back and into a wall. They fell over in a pile, unconscious. Ben walked over to the bag of stolen goods and sifted through it. There was some jewelry and money in it and little else.

"Something tells me the retirement homes' pricing are a bit too high," Ben quipped.

Suddenly Ben's ears perked up, and he jumped up onto the ceiling, right before a taser hit him. He looked down upon the scared shitless mall security.

"S-stop in the name of-"

"Yeah, yeah, I'll totally listen to you," Ben said sarcastically.

He took off running on all fours. Mall security chased after him, just as the watch started to time out. Ben grinned before he ducked behind a car and reverted. One of the security guards ran over and pointed his taser at what he thought was the beast.

"HANDS UP, SCUMBAG!" the security guard shouted.

...but instead it was Ben, pretending to be scared and helpless.

"Ahhh! Please don't hurt me!" Ben stood up and looked around. "Ohhh? Is that crazy dog thing gone?"

The mall security guard scratched his head.

[NEXT DAY]

Ben, Ruby, and Gwen were walking around Megamallopolis, communicators on hand in case Max needed them for something- or if aliens showed up, since that was more likely. They stopped on the second floor, standing before a directory and deliberating on where they wanted to go next.

"It's nice that those security guards gave us these passes. Now we can get half-off on almost anything in the mall. Nice acting, Ben!" Ruby said, impressed. She pulled hers out of her pocket, marveling at the simple laminated sheet and reveling in the power it gave her.

"Years of lying led me to that moment," Ben said proudly.

"Yeah, thanks! I did want to check out something while we were here yesterday, but I never got to it. Got distracted by a bookstore," Gwen said gratefully.

Ben raised an eyebrow. "Really? What was so interesting?"

Gwen palmed a flyer off a blond man with weird hair, tinted glasses and a scar over his left eye. She gave the paper to her cousin, who read it over skeptically.

"'Sublimino, Master of the Mind'?" Ben asked disbelievingly.

"I wanna debunk this guy! He's gotta be a huge fraud. I've seen real magic first hand, and believe me, if this guy thinks he can make a quick buck off this, then I'll gladly shut him down," Gwen said, puffing out her chest in righteous indignation.

"And how exactly are you gonna do that?" Ruby asked, raising an eyebrow.

"You'll see~" Gwen said mischievously.

The three soon walked to the fourth floor, joining a small crowd gathered around a small stage. Purple smoke wafted from the stage, and a small man matching the image on the flier walked out. He bowed before swinging around a pocket watch...only to trip on his coat tails and fall flat on the ground. A few people chuckled at that. Sublimino fixed himself and walked back on over to microphone.

"Behold, for I am Sublimino! I am about to take you on a journey through that mysterious realm called...THE MIND!" Sublimino said enthusiastically.

Someone in the audience coughed.

"FIRST I SHALL REQUIRE SOME VOLUNTEERS!" Sublimino announced.

Gwen forced Ben's hand up.

"Hey, what are you doing?" Ben snapped, snagging his hand away.

"Testing my theory. Do the reverse of everything he says."

"Really? You know this stuff only works on people with half a brain, right?" Ben pointed out.

"Then what's the matter? Afraid you've got less than half of a brain?" Gwen said teasingly.

Ben frowned, his pride hurt. He walked on stage, joining two other people, as Gwen pulled out a camera.

"Really? You're filming this?" Ruby said disapprovingly.

"For review purposes only," Gwen retorted.

"I really don't appreciate seeing Ben used for something like this. What if Sublimino makes him do something...embarrassing?" Ruby said, concerned.

"Come on, Ruby. It's all fake," Gwen reassured her.

"NOW...Clear your mind! Focus on my pocket watch as it swings back and forth...your eyelids are feeling heavy...you are falling into a deep...sleep…" Sublimino lulled.

Ben and the others shared a confused glance with each other. Ben just shook his head.

"Your voice makes it incredibly hard to even fall asleep, let alone listen to you," he quipped.

The crowd laughed, before Sublimino hissed at them to shush. Ben shook his head and walked off stage.

"You were right, Gwen! He _is_ a fraud," Ben called out.

Sublimino suddenly grabbed Ben's arm and tugged on it. Ben shook his arm away, but Sublimino touched a dial on his pocket watch that released a quick flash. Ben yelped as he covered his eyes. Gwen stopped recording and ran over to him with Ruby.

"OW!" Ben exclaimed, opening his eyes and trying to blink away the spots in his vision.

"Woah, are you ok?" Ruby worriedly asked.

"What did he do to you?" Gwen asked, glaring at Sublimino.

A few people in the crowd murmured in shock, but Sublimino smiled reassuringly at them, his pocket watch flashing different, calming colors.

"Dunno...just a headache, probably. But I'm _so_ out of here. Come on, there's better things to do than waste time on a fraud," Ben said irritably.

The group walked away, along with the rest of the subdued crowd. Sublimino just smiled creepily as he swung his pocket watch around, before he caught it and shoved it back in his pocket.

"And I'll see _you_ tonight, kid."

[RUSTBUCKET, 9 PM]

Gwen was reviewing the footage from earlier on her laptop, Max looking over her shoulder.

"So, you're saying he 'flashbanged' Ben somehow?" Max inquired.

"Yeah, it was really weird! What the heck kind of fraud just casually carries around a flashbang?" Gwen huffed.

"We'll tell mall security in the morning. What about you, Ben? You ok?" Max asked, concerned.

Ben's eyes were glued to a tablet screen, headphones in his ears.

"Ben?" Max asked again.

Ruby, who was casually cleaning her weapon, sighed heavily.

"Don't bother. He's too busy watching Sumo Slammers right now. They just dropped an entire new season on Netflix, so he's kinda binge watching it right now. Watch." Ruby threw a tennis ball at Ben's head, who ignored it.

"It's so sad that a computer is a better hypnotist than that freak," Gwen snarked.

[4 HOURS LATER]

Everyone was asleep, including Ben. He drifted off somewhere between episode 19 and 30. He was snoring loudly, but it was cut off as he got out of bed and quietly walked out of the RV.

Something was calling to him- it wasn't a voice necessarily, but a siren's call that was constantly in his head, urging him to keep walking. He reached for the Omnitrix and scrolled past a few icons...before reaching a more humanoid one, with three horns sticking out of its head. He slapped down the faceplate and stars and galaxies appeared on his skin-

[MEGAMALLOPOLIS, 1 AM]

People were sleep walking around, clad in their pajamas and breaking into closed shops and stealing money or necessary tech. Sublimino chuckled as he stood in the center, happily eating some popcorn.

"That stupid kid isn't here yet. He got flashed briefly, but still. It should be enough to get him over here and do my dirty work," Sublimino grumbled. Any annoyance he had disappeared as he gave a mischievous grin. "...maybe he can take the fall for me!"

Sublimino laughed as a soft glowing light appeared behind him. Sublimino turned around to see a tall, muscular humanoid alien that was almost entirely black, his hands and body outlined in silvery white. Pure white galaxies and star-like spots were all over him, giving the alien the appearance of a nighttime sky. His eyes glowed green, and he had three small horns jutting out from his forehead like some sort of crown.

"AH! I-it's one of those aliens on the news! Get away from me!" Sublimino panicked, dropping his popcorn.

The alien flickered, soft light emanating from him, and in the blink of an eye he was a few meters away. Sublimino adjusted his glasses in shock.

"Uh...fetch me a drink!"

The alien warped away and returned with a pina colada. He silently handed it to Sublimino.

Sublimino took a sip and bounced in place with excitement. "Ohh, you're fast! I like fast servants! Now, how about you go grab me a screw from...the rollercoaster on the first floor?"

The alien warped away once more.

"...wonder how I even hypnotized one of them."

The alien returned with an important screw from the rollercoaster. He silently handed it over to Sublimino. "Excellent work, my puppet! I expect great things with y-"

The screeching noise of sirens echoed throughout the mall; someone must've broken into somewhere they really weren't supposed to.

"Oh, just wonderful! An entire evening wasted!" Sublimino sighed. "STARMAN! GO BACK TO WHEREVER YOU CAME FROM AND MAKE YOUR PRESENCE UNKNOWN!"

The alien quickly warped away, sitting in Ben's bunk on the Rustbucket. He twisted the Omnitrix disc on his chest.

"OVERRIDE CODE ACCEPTED. OMEGA TRANSFORMATION LOCKED UNTIL FURTHER NOTICE." Ben reverted back to human and covered himself in blankets, falling asleep as soon as his head hit the pillow.

[Megamallopolis, 10 AM]

Ben and Ruby were walking around aimlessly. Ben yawned, exhausted from last night. "I'm so disappointed I fell asleep during that arc last night! And they finally dubbed it!"

"So? Just rewatch it," Ruby told him bluntly.

"That's the thing!" Ben complained. "I can't remember anything! I gotta rewatch it ALL!"

"Well, mind if I join you? We can sneak a marathon tonight, especially if we take a nap somewhere around...oh, three-ish?"

"Oh absolutely. Think we can sneak a few snacks and drinks? It's not a proper binge watch without 'em."

Meanwhile, Gwen and Max were in the office of the owner of the mall, explaining the situation.

"...and that's all that happened," Max finished up. "We don't know if you have any ties to this Sublimino, but I feel like he shouldn't be allowed on the premises."

"This was an isolated incident. The concern of our shoppers are our number one priority," the mall owner said sternly.

"So, I assume you'll be taking care of this?" Max asked hopefully.

"This was an isolated incident. The concern of our shoppers are our number one priority," the owner repeated.

Gwen and Max shared a look. "Y-yes, yes, you said that already."

"This was an isolated incident. The concern of-"

Gwen huffed. "Ok, this is getting us nowhere. Let's just go." The two of them stormed out of the office and to the elevators. "That dude was so robotic, it was kinda like…" Gwen paused. "Like he was...in a trance…"

Max gave her a look. "Something wrong?"

"Y-yeah! Everything's fine," Gwen lied, before she peered back at the office. "Hey grandpa, can I go check out a bookstore on one of the higher floors?"

"I don't see why not." Max smiled. "Just meet us down by the food court around one, ok?"

Gwen nodded. "Got it. See you then!"

Max took the elevator down to a lower level, while Gwen pretended to wait for one going up. A minute later, Gwen walked back to the office and forced her way into the manager's room...and gasped loudly. Sublimino was sitting behind the desk, smiling wickedly.

"I'll give you credit, girl. You're sharp," he said smarmily.

"W-wait, so...are you actually a real hypnotist?" Gwen stuttered out. "Was yesterday just a show or something?"

Sublimino scoffed. "Seriously? You think hypnosis is real? You've suddenly decreased from sharp down to keen. No one wants to be keen."

"Oh," Gwen said, furrowing her brow.

"But yes, it's machinery." Sublimino confessed, before he pulled out a small pocket watch and grinned. "Of course, I'll never reveal my tricks willingly. And it would simply be terrible if my boss found out about all of this. So good night, girly!"

Sublimino pressed a button on the side of the pocket watch and Gwen forgot what happened. She found herself in the bookstore, reading some random young adult novel by some nobody named S. Laughter. She shook her head in confusion.

"When did I get here?" Gwen thought hard for a second, before remembering what she told Grandpa. "Oh, right...I guess I spaced out."

She set down the book and glanced at the giant clock in the center of the square; it was almost one.

Gwen sighed tiredly. "Well, better go meet with Grandpa and the others. I have this weird feeling that I'm going to be the only one eating a salad."

She walked off, none the wiser.

Late that night, tucked into one of the bunk beds and with a blanket covering them, Ruby and Ben were engrossed in the world of Sumo Slammers. It was 2 AM, their eyes hurt, and yeah, it was a mistake to stay up this late. But who cared? Someone was getting his ass handed to him by Ishyama using his ultimate techniques.

"It's kind of a shame that he doesn't use the ultimates more often," Ben whispered.

"Yeah, kind of defeats the whole gimmick of the series. And even when he does, they're usually small. Remember when he used it against the Lord of all Evil during the Hero Generation finale?" Ruby asked. "That was a cool time to use it. Not during some stupid battle in a tunnel."

"Yeah. Plus, when anti-Ishyama used it against him? Totally awesome. Seeing the Jurassic techniques at their fullest were some of the coolest moments of Hero Generation." Ben smiled, remembering.

"I'm glad someone sees where I'm coming from! Mega Sumos is just a lame continuation of Hero Generation," Ruby said, shaking her head.

Suddenly, something moved. Ben and Ruby peered up from the tablet screen to see Gwen in her pajamas, quietly walking towards the RV door.

"Gwen?" Ben asked. "Where are you going at this time of night?" Gwen did not respond. Her grimoire floated towards her. "Uh, Earth to Gwen? I asked you a question."

Again, Gwen did not respond. Her eyes were glowing an intimidating shade of blue as she started to levitate off the ground. The door swung open for her as she hovered outside. The lamp post lights flickered and sparked, parked cars began to move away and the sound of the night went silent.

"Kids?" Max asked sleepily, rising from makeshift bed from the front of the RV. "What's going on?"

"I dunno," Ruby said worriedly, "but I feel like we should find out."

The three of them snuck outside, making sure to stay out of Gwen's line of sight. "Might be sleep walking," Max theorized, watching Gwen carefully. "Your cousin was always a heavy sleeper."

"Do you think this is, like, some effect of her using magic?" Ruby asked.

"Maybe," Max guessed. "Who knows how many times she's done this before."

Ben activated the watch. "Then I guess I better help wake her up." He smiled as he turned the dial to Water Hazard. But when Ben looked up again, Gwen was gone. "Huh? Where'd she.."

"Oh my god," Ruby gasped. "Look at the clock tower!" Ben's eyes darted over to the tower; Gwen was floating above the structure, carefully studying the thing. Blue energy suddenly enveloped the clock entirely, and Gwen ripped it out of the tower like it was giant bandaid.

"Ok, why's she stealing that?" Ben asked incredulously.

"Dunno," Max said pointedly, "but I think that Astrodactyl should go check it out."

Ben nodded as he slapped down the watch. A bright green light enveloped his body, and fully transformed him into the space pterodactyl. "Hop on!" He squawked as Ruby got his back. The two took off, soaring towards Gwen, who was already flying away with the clock.

"Hey, dweeb!" Ben yelled as he got closer to her. "What's the big idea stealing the clock? Analog watch not working for you?" Gwen didn't respond, instead forming multiple shards of blue light and launching them at Ben. He quickly evaded the daggers and watched them soar through the air and hit some random cars. "You know, you just ruined some people's mornings."

Gwen just continued on her way, not a care in the world.

"Dude, what are you waiting for?" Ruby asked, knocking a closed fist on his head. "Fire back!"

"Alright, fine. But only cause she struck first!" Ben inhaled and released a rapid fire stream of bullet-like star bolts from his mouth. Gwen spun around and let the blasts hit her.

"Woah! Is she crazy?" Ben yelped. The dust quickly cleared and Ben could only stare, gobsmacked. Gwen was covered by a strange piece of armor; it was hollow, composed of a headpiece, two large shoulder pads from which hung two long, branching straps, and a shell on its back. The star bolts Ben had fired seemed to have dug into her armor, before they dissipated into the air.

"Ooooookay," Ruby drawled out. "That was weird." She then pulled her scythe out of nowhere. "But I bet it can't stop everything!"

Ruby launched herself off Ben's back and jumped onto the roof of the mall. She switched Crescent Rose to rifle mode and leapt onto the roof of another building. Running across rooftops, Ruby fired up at Gwen. The bullets flew through the air before abruptly bouncing off of the flying girl like they were nothing.

"Seriously, what is up with the magic?" Ben asked, pointlessly blasting Gwen some more. "I've never seen her use stuff like this!"

"Maybe she's in some kind of Zen Mode," Ruby said with a frown. "Like that one Pokemon!"

"You're gonna have to be more specific," Ben said flatly.

"Hey, focus! She's getting away!" Ruby snapped, pointing at Gwen. She was moving in closer to the ground, near some hardware store.

Ben and Ruby chased after her, hiding in the shadows, and silently watched her set the clock down on the ground. A man stepped out of the shadows and clapped.

"Excellent work, kid." Sublimino grinned. "Honestly didn't expect this from you. I was going to make you take the fall, but this is better."

"Holy shit, he isn't a fraud!" Ruby gasped.

"Shame that Starman couldn't show up again," Sublimino grumbled. "Oh well, must of sent him to wherever he came from."

"Starman?" Ben asked, as he reverted back to human. "Is he talking about me?" A worried look spread across his face. "When...when did he get me?"

"Maybe when he flash banged you," Ruby pointed out. "I guess you're not affected now cause you're awake."

"Guess Sumo Slammers saves the day again," Ben chuckled. "But now that we know he hypnotized me, I got an idea."

"Is it gonna be stupid?" Ruby asked.

"Absolutely."

"I'm in."

Ben blended in perfectly amongst the crowd of "zombies". It felt weird to walk with all these blank faced people; poor things had no idea what they were doing. Ruby was jumping around from shelf to shelf, remaining undetected. Their plan was easy; Ben would stalk out and look for Sublimino and take him out, while Ruby would keep an eye on Gwen. It wasn't like anyone could hurt her with that strange armor on her, but still, the girl was in the center of danger.

Ben followed a group of people down the hall and to the back rooms, where the shop held all their forklifts and other fun construction things. Ben decided it was best to piggyback on one of them, since he sure as hell couldn't drive them. Ben hopped on the back of a tow truck and rode through the halls of the mall, looking for Sublimino.

Then, out of the corner of his eye, he saw his target, lurking by the entrance, creepily rubbing one of his victim's shoulders. She looked to be 16, 17...and it filled Ben with a dangerous, cold fury. He popped up the faceplate and scrolled to Eatle's icon.

"About time we took care of this bastard!" Ben snarled, slapping down the icon. He went to take a bite out of the cart and screeched as he hurt his teeth. He shook his head and looked down at his furry hands. "Spidermonkey?! Ugh, fine. Guess I can work with this." Ben silently hopped off the cart and grouped up with Ruby.

"Sublimino's over there," Ben motioned over to the entrance. "So, how about a standard pincer attack?"

"You mean I go from the front and you go from the back and bite him," Ruby said flatly.

"Yeah, pretty much."

"Gotcha!" Ruby leapt forward, then extended her scythe into a war scythe to perform an overhead swing. Except Gwen leaped in front of her and boredly blocked the attack with that strange piece of armor.

"Seriously, what is up with this magic armor?" Ruby yelled as she landed on the ground.

"You take care of Gwen!" Ben yelled as he ran on the walls. "I'll be taking care of Sublimino over here!" And then he pounced at the guy and bit his arm-

And Sublimino surprisingly went down without a fight. In fact, he went down like a house of cards. _What an anti climax_ , Ben thought, as he webbed Sublimino down to the ground. He reverted back to human and snagged Sublimino's pocket watch from him. "I'm guessing this is what makes the magic happen," he declared. And then he threw it on the ground and stomped on it, shattering it completely.

Except nothing happened. Ben expected people to stop and wake up, not knowing where they were, but no, they were still looting the mall and destroying it. "Ok, what the fuck."

From the shadows, someone one began clapping. "Bravo, bravo," the voice spoke as someone slowly sauntered into the spotlight. "Took him right down...but, did you ever consider that there was a different ringleader?" And then, Ben saw him. His face went pale and his throat closed up.

 _ **It was Zombozo.**_

"Y-you…" Ben stuttered, taking a shaky step back.

"Yeah, that's right, kid," Zombozo sauntered out. His body looked mangled and undead, and flies flew around his moth-eaten top hat. "What? It's rude to stare. Last time I buy a teleporter."

"Thought Ghostfreak scared you away," Ruby snarled from the side, aiming her scythe at him.

"That creep did _**and he did this to me!"**_ Zombozo yelled, gesturing to his rotting form. "I just wanted to raise some funds so I could invest in some machinery so I could regain my beautiful form. Had to use this weirdo as a puppet for the time being." Zombozo weakly kicked Sublimino.

"...is that a joke?" Ben mumbled.

"Whatever." Zombozo smiled with all his rotten teeth, as he put his hand on Gwen's head and gently combed his fingers through her red hair. Ben felt his stomach churn before ice cold fury overtook him.

"Now, thanks to this brat, I can easily take you and your little friend down!"

Ben scratched his head ever so casually. "...I know I'm forgetting something, but I don't know what it is..."

"What's that, kid?" Zombozo sneered.

"Oh, yeah, it's coming back! I think I said _I'd kill you if I saw you again!"_ The joy on Zombozo's face turned to utter horror. "Yep, that is _DEFINITELY_ what I said!" Ben turned the dial to Ghostfreak. "I think I also said I'd never forgive someone as vile as you. Someone who takes hostages, someone that's dumb enough _to screw with my family..."_

"L-let's just hold on a second! This girl is related to you?" He shoved her away. "I just wanted to make some quick dough! That's all! I just wanted to fix myself up a b-" Zombozo stammered.

"So what? You could build another machine and drain more people's happiness, you damn leech?" Ben spat. "Maybe I'll won't kill you if you don't pull anything stupid."

"I-I'm sorry for my actions, kid! See? I'll release your cousin and everyone else!" Zombozo pulled out another version of the watch and deactivated it. Everyone instantly collapsed to the floor, sleeping softly.

Ben grinned sweetly. "Good." He slapped down the watch and shifted into Ghostfreak. The monstger closed in on Zombozo, slowly unraveling his skin.

Zombozo fell to the ground and crawled away. "B-But you promised you wouldn't..."

" _ **KNOW YOUR PLACE!"**_ Ghostfreak's raspy voice echoed through the mall. "A deal like that... _is too good for a man like you!"_

Ghostfreak released a barrage of punches, all of them lightning quick and devastating and made it look like he had multiple arms. But it wasn't enough, it was _nowhere_ near enough. Tentacles ripped out of his chest and wrapped around Zombozo so tightly it felt his ribs would collapse and his lungs would pop. Tentacles pierced his zombie-like body before they whipped him around like a ragdoll, his body hitting the walls and floor with enough force to shatter bones.

Zombozo had never felt pain this bad before; at least last time he just got scared, but this time, _he fucked up._

His body landed on the ground in multiple pieces. Zombozo's head tried to roll away, but someone's foot stopped him. He looked up to see Ruby, menacingly holding her scythe and looking down upon Zombozo like he was some sort of insect.

"Did I ruin your life too?" he whimpered.

"Well, you nearly killed me," Ruby growled. "So this feels _fitting."_ She fired a bullet right into his forehead and Zombozo's head was encased in ice.

"Nice," Ben laughed.

"Was that a pun?"

"No, I was just a comment, why would it be a pun?"

"...how tired are you?"

"...very."

Gwen stared at the new spells in her book. They were never there before, and quite honestly she didn't know how to cast them. These were "S" tier spells that really weren't for beginners. They always mentally drained Gwen by the time she was done with one.

"So, any idea where these came from?" Gwen looked up, but Ben and Ruby were both fast asleep, slumped against the dining table. She rolled her eyes and decided to join Grandpa in the front.

"So, where to next?"

Grandpa Max chuckled. "Home. End of the summer, kids."

Ben shot up, wide awake. "WHAT?!"


	21. Creation

Hi y'all! we are so stressed and tired im gonna release this part today, another part tomorrow, and then the remaining two next week

enjoy!

ANd pray for me

* * *

Animo studied his blueprints once more. The genetics were all proper, the idea was written perfectly, and he could see no flaws to his plan.

Sans one.

"Tennyson would take care of it in seconds," he grumbled as he tore up the blueprints. Ever since he was rotting in jail, Animo had been bursting with creativity. Wolves that were actually spiders! Seahorses that actually were part horse! Dolphin and raccoon hybrids!

That last one was more of an inside joke with himself, but it held promise.

But now, it was the end of August. September was coming soon, and school life was going to resume for Tennyson. And the girl, too. He didn't know much about her. Was she feral or something? She _did_ bite him that one time in June. _That was fun,_ he thought sarcastically. He rubbed his neck, trying to get the kinks out.

He certainly had no idea where Tennyson was at this point, or if he'd reach the boy in time to exact his revenge for...something. His prison psychologist had made him admit his previous crimes were his own fault, so, Tennyson really wasn't to blame for the college or New York...oh, how he hated being mentally burdened and corrected!

"I bet Argost doesn't have to deal with pesky kids," he muttered to himself as he pulled out a business card. He'd been handed this card sometime ago; apparently some big mogul under the moniker "Black Hat" expressed interest in his scientific advancements, and wanted him on board for a separate project. And maybe taking his mind off Tennyson would help. Especially with the benefits Black Hat offered. Animo pulled out his cell phone and dialed the number-

"I wouldn't do that if I were you," a low voice threatened Animo. Animo spun around to see a set of red eyes walking out of the shadows. The man...no, the thing was shark-like in appearance. His body was white with black markings, and he wore a black robe with red marks in the middle.

"Aloysius Animo," the alien's raspy voice spoke. "...I apologize. _Doctor_ Aloysius Animo, if that doctorate is true."

"It certainly is," Animo said, scowling. "Now, what do you want?"

"Your assistance on a project of mine," Psyphon said. "I believe you've crossed paths with a boy named Ben Tennyson, haven't you?"

Animo gave him a side eyed look. "Yeah? So what?

"I suppose you haven't seen the _other_ Omnitrix wielder then, have you?"

Animo paused. "Another Omnitrix user?" he asked, a twinge of curiosity in his voice.

Psyphon held open his hand a revealed a hologram of Kevin. "This boy here possesses powers similar to Tennyson. He absorbed the Omnitrix sometime in late June and was able to create his own Omnitrix from his body." The hologram zoomed in on Kevin's mutated wrist.

Animo grinned. " _Fascinating."_

"The boy uses aliens similar to Tennyson's aliens, but they appear to be either melded with other Omnitrix samples or something entirely new," Psyphon continued. "It's fascinating. I thought you would appreciate a detail like that."

"I most certainly do!" Animo exclaimed happily. "But what does this have to do with me?"

"I need your intellect to help extract a certain sample. You've done so in the past, if my research is correct. Then, you may do as you please with the boy," Psyphon said. "I can provide you with whatever you need."

"Anything, eh?" Animo rubbed his hands together, before heading back to his desk and scribbling something down furiously. That creative spark had once more appeared in his mind, and it was more clear than day; he knew exactly how this would all play out.

"I'm going to need a uranium core for this piece of machinery." He smiled as he passed Psyphon his latest blueprint. Psyphon studied the thing carefully and chuckled.

"I'm starting to admire the tenacity of you humans."

The Rustbucket barrelled down a dirt road, following their target. The beast had wreaked havoc on a nearby city, and the fact it thought it could get away? _The absolute buffoon._

But bigger problems were at hand. Ruby had a hard time reloading her weapon thanks to how much the car was moving around, and Ben was dreading the incoming end of the summer.

"Two days!" Ben whined, face laying on the table. "Two stinking days left until I have to go back and suffer at school!"

"Dude, focus! That thing's getting away!"

"And then I gotta face my bullies again…"

"Dude…"

"And do MATH…"

"DUDE!"

"And say bye to you!"

Ruby paused. She honestly hadn't realized that, at some point, she and Ben would have to seperate. She slowly put down her bullet casings as overwhelming sadness closed her throat. Maybe it was the fact that she actually had someone think she was cool or whatever, but...the fact they'd have to say goodbye hurt like nothing else before it.

And then they got shoved back into reality, as something slammed into the RV's side. "OH COME ON!" Max yelled as he slammed his fist down on the horn. The thing flew away, scared off by the noise.

"Looks like the big guy found us!" Gwen called out. "Ben! You gonna just whine or are you gonna take care of it?!" Ben sighed and slapped down the Omnitrix, transforming into XLR8.

"I'll make sure to take care of our friend here in a second!" Ben said as his mask fell over his face. He jumped out of the vehicle and took off after the mutant. "Makes sense Animo would try to pull this when I'm on my way home…" Ben said to himself as he focused on the thing's path.

The thing in question was some sort of mutant bug. It had six big, spiky legs and two chelicerates, with eight red eyes in a line. It had darker stripes all over its body, with small teeth and a horn shaped like a concave deltoid.

Ben grinned. "Let's make this quick, bug breath!"

He quickly jumped up and rushed the insect from all sides at a speed invisible to the naked eye, leaving after-images of his form. The insect quickly fell to the ground, scratched up and bruised from the onslaught. Ben grinned as he landed on his weird feet. "Annnnd THAT'S how it's done!"

Suddenly, the corpse of the bug started to squirm and buzz. Ben looked at the thing curiously, before it shed its skin and released a new, smaller form that was sleeker and looked faster than the last. Ben groaned as Ruby joined him at his side.

"Yo."

Ben jumped up. "You gotta stop doing that!" he scolded her, clutching his chest.

"Oh, hush," Ruby said as she jumped on his back. "Ride like the wind, Bullseye!" Ben rolled his eyes, but sped off anyways.

"Soooo," Ruby said, "about what you said."

"Let me guess, now you're dreading when Max drops me off tomorrow."

Ruby nodded. "This summer has, like, slipped through our fingers! How the hell did this happen?"

"Guess we got caught up in the moment," Ben said, "especially right now! Heads up!" The hornet swooped at the two, swinging its massive scythe arms. Ruby quickly blocked it with her weapon before XLR8 spun around in a quick tornado that sent the thing flying into the forest.

"Warn a girl before you do that!" Ruby yelled, dizzy from Ben's move. Ben took off after the monster. "But yeah, we did lose track of time! Like, I barely remember that whole Kraken event from earlier."

"Honestly forgot all about that. And what about that weird weather bot at the music festival?"

"Eh, that was boring. On the plus side, the music was pretty good. But what about those desert pirates that stole the RV?"

"Max straight up blew a gasket on that one. Never seen that guy swear more in his life...but we should probably focus on the wasp," Ben said pointedly, turning his attention to the forest surrounding them. The wasp was still recovering from the motion sickness, and Ben and Ruby decided to use that to their advantage.

Ruby jumped off of XLR8's back and shifted her scythe into war mode, circle-slashing the mutant with downward spike during a midair turn. The thing's head came clean off, but something else was swarming from inside the husk.

" _Oh, hell no!"_ Ruby shouted as she loaded some fire dust into her ammunition load and set the monster ablaze. The mutant screamed in pain as it was slowly reduced to a crisp.

"Well, that was easy," Ben said. "It's not like Animo to make things easy."

"Please don't jinx us," Ruby pleaded. "If you jinx us, you're gonna give me the Omnitrix."

"It doesn't come off," Ben deadpanned.

"I will make it come off." Ruby grinned, brandishing her blade. The two laughed like the stupid dorks they are as Ben reverted back to human. "...I'm gonna miss you, Ben," she said softly, her voice wavering slightly.

"...I'm gonna miss you too," Ben told her sincerely, smiling lightly. The heartfelt moment quickly passed, sadly. Something from the bushes fired at them, and both quickly dodged before it could hit them.

Ben looked over to see something speeding out of the bushes; it was a cubed shaped robot, of all things. Its eyes were red and they had a white skull-shaped face with double blasters on their sides.

"That looks familiar!" Ruby grimaced as she easily shot and destroyed the thing with her eagle eye.

"What _is_ that thing?" Ben asked, glaring at the remains.

"It's the same robot that attacked us in San Francisco. Maybe Animo has something to do with it?"

Suddenly, more and more REDs poured into the area. Ruby frowned as she switched her scythe into its shotgun form. Ben spun the dial to the Omnitrix and scrolled to Upgrade's icon and slammed it down. Black metallic skin started surrounding the surface of Ben's skin. It reached up to his head and glowing circuits started appearing on his body.

Ben merged with the remains of the RED robot and started firing up at the sky. His aim was poor, but his firepower was impressive; disc-like lasers spun in the area and cut through the robots like it was nothing. Ruby shot out some ice dust from her weapon, freezing enemies solid.

For a while, it was just blasting one and then another, like in an old western flick that Max would sometimes watch at Ben's house when he was over for dinner.

And to be honest, it was boring. Like, really REALLY boring. Ben didn't really see the appeal in those movies, and that was ok.

At least Clint Eastwood was kinda cool.

"Welp, I'm bored," Ben sighed before turning his head to Ruby. "Hey, since it's the end of the summer, can I try something I've ALWAYS wanted to do?"

Ruby shrugged. "Eh, sure." And with that, Ben merged with Crescent Rose, giving it a shiny metallic coating with green lines running all around it. Ruby gasped and gave a menacing grin.

"I'm getting some serious anime vibes from this, I don't know why," Ben said as he poked his head out of the weapon. "But wanna see something COOL?" He manipulated the form of the weapon to form a sword-like construct.

Ruby beamed. "Oh, if Uncle Qrow could see me now..." she said, before she jumped up and cleaved through the REDs like they were nothing.

Ruby boosted herself high into the air and slashed through a few more, the blade glowing a menacing green. It wasn't like the blade had slashed them; instead, it melted through them like they were nothing.

Ruby landed on the ground and laughed. "So, what else can you do?"

"Swing me at a target in the air! I think I've got something." Ruby did exactly that; she gave him a good swing and a vertical "wave" of energy shot out the blade, acting as a projectile. It flew through the air and cut through a few more REDs.

"Ooohhh!" Ruby gushed. "Wait, why didn't you do this before?"

"It didn't occur to me," Ben admitted. "You were already pretty strong. Buffing you then would've been stupid."

Ruby paused. "That's true. But let's savor this moment, shall we?" Ben snickered mischievously as he switched the weapon to a double-bladed scythe.

Ruby smirked. "I like the way you think, Ben 10." She ran at top speed, aggressively striking anything that came near her. She was an adorable murder machine, fueled by an adrenaline rush that made her even more crazier and dangerous.

But soon that came to a screeching halt. Something flew down from the sky and landed with a mighty thud. It was a robot / cocoon type thing, but two arms, three legs and a single head sprouted out of it. More REDs poured out of it just as the children recognized it.

"Hey, it's one of those robots from the first day of summer!" Ben cried out as the thing fired lasers from out its hands. Ben and Ruby were still cooling off from their robot rampage, there was nothing they could do-

" _Contego!"_

A blue shield formed around Ruby. The shield absorbed the laser blast like a sponge before dissolving into blue mist.

Ben and Ruby looked over to see an armed-to-the-teeth Max and Gwen, the young girl confidently holding her grimoire in hand. Max was busy firing at some more rouge REDs while Gwen threw out spells to destroy some more.

"Thank god you two are here," Ruby said, relieved.

"Not just us," Max said with a smirk. Paper flew past him and clogged the robot's arm laser, damaging it significantly. Anna walked out, duster coat billowing behind her.

"Hey, it's that weird lady!" Ben said, poking his head out of the scythe.

"Really? We've met a bunch of times and you can't even remember my name?" Anna scoffed.

Ben shrugged. "I can. I just associate you with weirdness."

"You little shit."

"Eh, he was always a little shit," Gwen said. "Pardon my language." The robot angrily shook his arm, trying to get the paper out of its cannon. "Might wanna give him a helping hand," Gwen added as Ben and Ruby sped off.

Ruby ran at the robot, but the beast lifted its arm to bring its fist down on her. She leapt over it with ease and transformed into a bunch of rose petals to swirl around its body, her Semblance creating a tornado-like force that lifted it into the air.

Aloft, she transformed again and sunk the pointed end of her upgraded double scythe into its arm, driving it toward the ground. The force of the descent allowed the blade to pierce it through, neatly destroying the cannon.

Ruby and Ben landed with a triumphant pose. "Fuck yeah!" Ben shouted as they slowly stood up. "Eat shit, you metallic weirdo!"

"Good work, kids!" Anna smiled as she formed a dome of paper overhead, blocking out the sun. Ben half expected her to bring it down upon the robot like she did in San Fran, but to his shock, the paper didn't budge. "Alright kid! Your turn!"

A black shadow zoomed past Ben and Ruby, immediately going for the robot's legs. It slammed right through the metal and seemingly eating the legs entirely, throwing the robot off balance and sending it to the ground.

The shadow paused for a brief second to take a breath, allowing Ben and Ruby to get another good look at it. It was Kevin's horrific Ghostfreak.

The thing grinned at the two before it sped off and turned into its destructive black form; it ran through the robot numerous times, destroying it piece by piece. The robot was completely helpless, most of its tech lost or destroyed by then.

To add insult to injury, Kevin swapped into Bashmouth halfway through. He leapt over to the head, grew some metal plates and starting...well, bashing the hell out of it. It was quick and violent, and the thing was in shambles by the time he was done. Realizing the "big guy" was down, the REDs all retreated back to wherever they came from.

And then Anna dropped the paper down on what remained of the army. Paper sliced right through their heads like ultra thin graphene blades, and they all fell to their sides, twitching until they died completely.

Ben and Ruby stared at the scene of destruction. "Well, that was overkill," Ben stated, letting go off the Crescent Rose. He quickly reverted back to human.

"How'd I do?" Kevin asked as he too reverted back.

"Not bad, not bad." Anna smiled at him. "You're a natural at this stuff. Though, the head thing? Unneeded. Appreciated, but unneeded. Could've had some important data on that."

"Well, we obviously know it's Vilgax's tech," Kevin said with a frown, kicking some debris aside. Don't see what the big deal is."

"Vilgax?" Ben asked, cocking his head. "Who the heck is Vilgax?"

"...ooooh, boy, do we have a lot to talk about," Anna said, dread in her tone.

The RV was parked at a random campsite, the occupants resting for a while. Everyone was crowded around a picnic table, patiently waiting for information on Vilgax. Ben, Gwen, and Ruby especially, since they knew jack shit about this Vilgax character.

Anna took a sip of her orange juice and sighed. "Where do we even begin?"

"I suppose from the start." Max cleared his throat. "Around my 20s, the Plumbers finally established contact with the planet known as Murray. Murray was a planet we previously knew nothing of, mainly due to the previous kings; however, the last king's son finally decided to open a connection with us. His name was Vilgax.

"Vilgax was...an idealist," Max continued. "He was a dignified 'patriot', militant in his will to accomplish what he thought was best for the Murrians. And people liked him for that. Most of all, he wasn't anything like his father, who was manipulative and violently domineering."

"That's putting it rather lightly, isn't it?" Anna told him pointedly.

"I suppose."

"For a few decades, Vilgax would be an occasional ally. He was a tough and battle-hardened warrior type who was loyal to his allies," Anna explained. "I fought alongside him once or twice. He was a good guy."

"That was, until...The Fulmini Conquest," Max said solemnly.

"Fulmini?" Ruby asked. She felt as if she'd heard that name somewhere.

"They're a race of aliens that go around and steal energy and use it to fuel themselves," Anna said. "Pretty powerful guys, though I'd be surprised if the Omnitrix had a sample of the alien."

"Why's that?" Ben asked curiously.

Max took a deep breath. "The Fulmini fought amongst themselves over the energy that Fulmas held, until the planet began to fall apart. United, the Fulmini began to wage war against the rest of the universe, using wormholes to travel to nearby planets in order to plunder their energy and use it to restore Fulmas to its former strength. They've destroyed planets like the first few Peptoses...Petropia...and just recently, Arburia."

"What does this have to do with Vilgax?" Ben asked.

"The Fulmini tried to invade Vilgax's homeplanet," Max went on. "During a battle, a vast majority of his army was wiped out easily. Vilgax tried to bargain with us, repeatedly asking for backup and reinforcements, but the council decided it was best that Vilgax handled this one himself."

"It was a stupid decision on Proctor's part," Anna grumbled. "Hope that bastard gets what's coming to him."

"Soon after, consumed by ambition, he began seeking a way for his race to 'tame the energy' and end the war. He developed a counter weapon that would drain the Fulmini and empower him, at the cost of some more...heroic codes. Eventually, his race began to fear Vilgax for his obsession. They saw a horrible shadow of his father in him.

"Soon, Vilgax found himself under attack from the rest of his people. Unable to sway them to his side with promises of an end, he exiled himself."

"Alright. So, what happened next?"

"We don't know," Max frowned. "He kept a low profile. He was last said to have been spotted taking a ship to the High Override's throne."

"And that's where I come in," Kevin interjected. "When you said he kept a low profile, you weren't kidding; I only saw the man once, and it wasn't even in person. It was through a screen. He said something like, 'Every single person tries to survive because they desire peace of mind.' He was always kept in the dark too. It was creepy. I only met with second hand man, Psyphon."

"Who's Psyphon?" Gwen asked.

"He was and will always be extremely loyal to Vilgax. Followed his will completely. I think it's because...Vilgax saved his species before? I don't know. He's a bootlicker," Kevin said. "And a creep. Tried to cut off my wrist."

"We also think Psyphon had a hand in building this energy draining weapon," Max said. "...mostly because of his name."

"Aren't you supposed to be, like, intergalactic FBI? Shouldn't you know?" Ben asked incredulously.

"We should, actually," Anna agreed, furrowing her brow. "It's stupid why we don't know."

"Blame hackers and budget cuts," Max sighed. "But for now, all we know is that he might as well be here on Earth and targeting either Ben or Kevin."

"And in leagues with Animo, by the looks of it," Ben said tiredly.

"I swear, if there's a whole league of villains gathering against us, I will personally stab all of them in the liver," Ruby said menacingly.

Suddenly, the bushes behind them moved. Everyone nervously turned to where the sound came from.

"Somewhere tell me where the liver is," Ruby demanded, pulling out her weapon. Ben slowly activated the Omnitrix, Gwen reached for her grimoire, Kevin cracked his knuckles and Max cocked his weapon. Anna just rolled her eyes.

"You guys are overreacting. It's just some wildlife or something," she said, taking a swig of her orange juice.

And she was right. A small rabbit hopped out of a bush. Everyone took a deep breath and laughed at themselves for getting all worked up.

But then, the rabbit split into two. Then four. Then eight. Then sixteen...and soon enough, there was a whole bunch of angry rabbits surrounding them.

Anna set her empty glass down. "I hate being wrong."

"We're surrounded," Gwen said quaveringly, slowly getting on top of the bench.

"So?" Ruby scoffed. "They're small. Watch this!" She cocked her weapon and shot at a rabbit, purple gas exploding out of it. "And that's how it's done!" she crowed as purple smoke overtook the hearing. "Wait, no-!"

No one could see a thing, but they could hear the patter of rabbit feet moving around them; this was one of Animo's sneakiest moves yet, and considering how hammy the guy could be, it was nightmarish to know he actually pulled it off. Ben was reminded of how Animo would turn out in the future- well, possibly turn out.

"Hold on!" Anna yelled as she created a massive fan with her paper, defogging the area with ease.

"Everyone ok?" Max asked, doing a quick head count.

"Yeah, I think so," Ben said, looking at his hands.

"Uh, guys?" Ruby piped up. "Where's Kevin?" Ben looked around; there was no sign of the boy anywhere. Anna looked around, her lips pulling back to reveal her sharp canines.

"Bastards snatched him!" she snarled, her tone bestial. The paper flitting around her darted in and out of the air, slicing apart tree bark and decimating leaves with ease.

"Then it looks like we'll just have to find him!" Ben declared as he slapped down the Omnitrix.

His skin turned grey, his hair growing longer and shaggier. His body started to become more lupine as his mouth turns into a muzzle, and claws erupted from his hands and feet.

"Blitzwolfer's got this covered," Ben said with a grin. "Just don't ask me to identify any colors."

Blitzwolfer got on all fours and started sniffing the ground, picking up on something faint. He barked and leaped out of the clearing, following it.

"Well, what are waiting for?" Ruby said, tugging on Max's arm. "Come on!" And so the group followed Ben into the woods...

Kevin was fucking done with being kidnapped.

A few minutes ago, some rabbits had successfully captured him. What was this, a Monty Python sketch? Is that what his life had become? _Thanks Ruby, you just made my life more difficult,_ Kevin thought bitterly. _Nice job breaking it, hero._

Then some weird old guy fiddled with his arm a bit. Judging by his pale green skin, Kevin was scared he carried some contagious disease. He left soon enough, though, since he couldn't figure out how to work the AntiTrix.

(For bad guys that wanted the Omnitrix or AntiTrix, they sure had no clue how to use it. Kevin would have been shocked if said bad guys actually thought ahead for once.)

And now he was strapped down to a surgical table. He felt this weird mix of emotions; anger at being unable to escape, and fear that, unlike Psyphon, this guy managed to capture him. He looked around, but he really couldn't see anything of note. Or any weaponry, or ways to get out of his bindings.

Kevin sighed and continued to stare at the ceiling. He was getting tired of looking at it, but he'd learned that he could ignore the fear more if he kept his eyes focused on the stalactites over his head.

Or were they stalagmites? Kevin couldn't tell.

He looked back at his hands; they were bound by some odd maroon energy, with the AntiTix bound in some weird energy cage. His hand was starting to feel numb, but that was to be expected. Animo must have designed it to dampen and drain all energy from the AntiTrix. He nudged it a bit, but nothing happened.

 _If I was Hot Shot, I could burn right through those cuffs,_ Kevin thought. And then, he could feel his hand heat up for a second.

He glanced up to see his hand glowing a brilliant red, but only for a second, as he reverted back to human. Kevin grinned; maybe if he focused hard enough, he could break out of the cuffs. He turned all his attention into transforming that single hand.

He went through a few transformations: Radiohead, Black Ice, Wreckingbolt...all of them weren't of any help.

If only he had more arms, maybe that would fuck with the system. Or...slippery arms. Kevin grinned as he focused his arm into King Crimson. He was about to wreck the entire room and regret nothing of it. Joy painted Kevin's face as he attempted to shift fully-

Except it didn't work.

Kevin glanced back up at the dampener; the cage was now a brilliant yellow, and Animo was extracting something from it with a maroon tube. In Animo's red glasses was a reflection of King Crimson's silhouette. Animo yanked out the tube, and suddenly a flash of white blew up Kevin's field of vision and he cried out in pain.

"Thanks kid," Animo sneered. "You did exactly what I wanted you too."

Animo walked off as Kevin's arm suddenly felt like it was on _fucking fire_. A series of intense burning and piercing sensations ran up and down his arm, and everything turned blurry. The AntiTrix began flashing brightly, unable to process this rationally-

-he wanted out-

-he _really_ wanted out-

-but, who else to go? King Crimson was gone- he had to cycle through all of them, _all of them-_ his body changed each second without stopping.

Kevin ceased to exist as a person. The universe and all in it ceased to exist. Reality was a single point of formless, featureless pain, exquisite in its purity, unparalleled in its intensity.

And Kevin just cried out in _**terror-**_


	22. Awaken

Last two parts come out next week, sorry for change in plans at last minute!

* * *

Animo happily handed the vial of DNA into Psyphon's hands. "Piece of cake," he declared, proud of his hard work.

Psyphon cradled the thing in his hands. It was so... _beautiful._

"So, what did you need me to do with the DNA anyways?" Animo asked, breaking Psyphon out of his reflection. "You said you needed me to extract it for something important."

"Very well. Follow me." Psyphon said, leading Animo through the cave. "My master...was a good man. A feared man. Would you say a man can be both?"

Animo thought about the question. "I suppose. Various leaders in history have been both good and feared...usually the latter."

"Good, good," Psyphon said approvingly. "He could tank a blast from a Techadon dissipator head on and only suffer minor damage while in handcuffs. The man was in his prime!"

Psyphon pressed a button on a wall. "In a universe filled with eldritch abominations, evil sorcerers, alien invaders with death rays available on a large scale, and psychotic mutants, amongst other things, this man is still considered the most dangerous being."

"Sounds like a promising person," Animo said ecstatically.

"He was."

And then Psyphon turned on a light, revealing the thin, lifeless body of a squid person stuck in a tube. Animo's face contorted in fear. This body had been utterly destroyed, a husk of what it was supposed to be. All that hype Psyphon had given him, gone.

"What...happened to him?" Animo said, his voice shaking slightly.

"They tortured him," Psyphon explained calmly, putting his hand on the glass. "They brought this man down to his lowest, and then embarrassed him by draining his strength, his pride, and just left him a husk of his former self. It's a surprise they kept him alive. I suppose they wanted him to watch his people die. There was nothing we could do for him in the end."

Animo frowned. "But, because I'm here…"

"Until I found out about the Omnitrix. It was theorized that the perfect specimen of the Murrian laid within the watch, and maybe, just maybe...If I could extract it, then I could bring my master back from limbo. But plans changed, and I decided to go with Levin. He had a more appealing look for my master."

"So, you had me extract the AntiTrix's sample of your master?"

"The Omnitrix creates a perfect sample of any species," Psyphon went on. "And my master requires perfection, even if it's from an unorthodox source."

"Rather poetic," Animo noted. "Now...shall we begin?"

* * *

Blitzwolfer sniffed the ground. The scent was small but it lingered, leading them deeper into the forest. Ruby rode on his back, finger rested on the trigger. "How's the trail?" she asked.

"Uh...it's good?" Ben said questioningly.

The others followed at a slower pace.

"Bastards snagged him, I let that kid out of my damn sight for a second and they took him…" Anna grumbled to herself.

"Don't beat yourself up, Anna," Max comforted her.

"I swear, if Animo even touched a hair on that boy, I'm gonna kill him," she snarled.

Ben halted in his tracks and looked around. He sniffed the soil and growled menacingly.

"What is it boy?" Ruby asked, brushing his mane. The others tensed for battle.

"No, I honestly have no idea what I'm doing," Ben admitted. Everyone groaned as he grinned sheepishly. "What? Just because I'm a giant dog doesn't mean I'm immediately the best hunting dog around. Jeez."

"Wow." Ruby snorted, retracting her hand.

"...can you give me some more pets?" Ben asked hopefully.

"No. Only good boys get pets!"

"Aw."

(What Ben didn't know was that Blitzwolfer was well adapted for visual acuity and speed. Their method was known as 'coursing': with this, prey was often sighted from a distance, stalked, pursued, and neatly killed. Loboans worked quickly, quietly, and efficiently, and were by nature independent unless they had a pack, hence the reason the group in New Mexico immediately assembled and formed a nest for their young.

Ben was very much not independent. He could barely make mac and cheese without burning down the kitchen. But that was a different problem for another time.)

"Let me take over then," Gwen said, flipping open her book. "I've got a few spells that could help with tracking Kevin."

"Alright, alright," Anna sighed. "Do your trick."

"We're gonna have to go back to the campsite, though," Gwen told her. She scanned the area and smiled sheepishly. "Uh, anyone know the way back?"

Anna slapped her forehead hard enough to leave a mark.

* * *

Thirty minutes later, back at the campsite, Gwen opened her grimoire and her hands glowed blue. "Ostendo Specialis!" she chanted. A wiry figure of Kevin suddenly appeared in place of where he stood less than an hour ago.

Anna nodded approvingly. "That's pretty impressive, I'll give you that. Now, where'd the kid go?"

The rebroadcast followed Kevin's path, and the rest of the group followed suit. The chase went on for a bit, until the thing froze in its tracks, right around some bushes.

"Uh, why's it stopping?" Ben asked.

"Dunno," Anna told him. "But something tells me-" Suddenly, a bunch of rabbits jumped out of the bushes, but Anna quickly brought up a paper shield. "This is an ambush!"

"We can't blast them!" Gwen warned, keeping her eyes on the replay. "Or else we'll lose track of the broadcast!"

Anna grinned. "Let me take care of that."

Paper fluttered under their feet and lifted them all off the ground. The disposable weapon covered them all, forming and folding into a perfect paper airplane. Anna grinned as the thing suddenly took off, leaving behind sheets of paper in her wake.

"You couldn't do this in the first place?" Max asked, annoyed.

"Didn't wanna waste my energy," Anna said as she tore across the forest.

The rabbits were still pursuing the group, which was exactly what Anna counted on. The wirey replay went right into a cave, and that was where she decided to launch her surprise entrance.

The paper airplane suddenly broke apart and flew across the cave, slicing the rabbits into gory mincemeat; purple gas exploded from their remains, smogging the entire cave. It was thick and impossible to see through, but Anna used that to her advantage; she slipped on a plague doctor mask and ran deeper into the cave, dead set on finding Kevin and bringing his kidnapper to justice.

The only way to go about that was by using horrific amounts of violence. Anyone who tried to stop her would meet a similar fate.

She didn't find any kidnappers, but she found Kevin.

As the smog cleared, Ben and the others heard Anna _**scream.**_ It was the sound of absolute despair and horror, and it tore through Ben like shards of glass.

He didn't even think about it. He just _ran_ , the others in hot pursuit.

Anna screamed again, this one a little quieter, but no less desperate, terrified, or human. Ben found her slumped against the wall, her face as pale as a ghost, tears pricking at her dark green eyes. Her breathing ragged, she simply stared at the mass at the center of the room.

Ben slowly turned to look at it himself; it reminded him of Frankenstein's monster, a horrible mishmash of alien limbs. It was strapped to a gurney, and it breathed slowly, the sound filling the cavern where Anna's screams once did.

The others had joined them by then. Gwen opened her mouth to ask, but Animo stepped out of the shadows, going over to the monstrosity.

"Not my intention," Animo said, stroking the thing's back. "What a marvel this boy is."

Ben's eyes widened in horror, and he tried not to scream himself.

Kevin- it _couldn't_ be him, but it _was_ \- Kevin's body looking like a horrible hodgepodge of every alien in the AntiTrix. His face was a weird combo between Sting's eyes and one of Daft Punk's. Kevin Eat World's horn stuck up from out of his head.

His body was large and muscular, and was decorated with details from aliens like Hot Shot, Daft Punk, Radiohead, and many more. His right arm was especially interesting; the biceps were engulfed in red flames, but the forearm obviously belonged to Radiohead. Same with the left, with the biceps belonging to Black Ice and the forearm to Brass Monkey. His legs obviously went to Rush, his wings to Aerosmith, and his tail to Brass Monkey.

Anna's breathing hitched, and she closed her eyes tightly. She scrambled to stand up, gripping at the sides of the cave like a lifeline. Her legs shook as she stared at the ground, tears dripping to the earth despite her best efforts not to cry.

It was the first time Ben had seen her so devastated- an unflappable, badass woman with powers so lethal she was basically an army, reduced to a wreck held together by strings and willpower. It was all Ben could do to stop himself from rushing to her to help, but what could he even say to her?

"Unintended, but it's beautiful, isn't it?" Animo went on. "Like something out of my dreams."

Ben clenched his fist.

"And best of all, I think I can isolate the DNA samples, and raise my own army!"

 _ **-raise his own army-**_

"My future is now!"

And suddenly, Diamondhead's fist smashed Animo's face in. Animo collapsed on the ground, out cold. Blood pooled out of his broken nose.

"Christ, that was intense," Ben murmured, overwhelmed.

Anna slowly walked to the center of the room. "Kevin?"

The creature blinked its eyes, and Kevin's voice spoke from its mouth. "I'm really a monster now."

Anna sighed, discreetly wiping her eyes. She hugged him as best she could and promised, "Not for long, you're not."

"I really hope so," Kevin said softly, holding her gently- he didn't know his own strength anymore. One wrong move and Anna could die in his arms. "I… I really need help, don't I?"

"Yes," Anna said quietly. "Yes you do."

Sarcastic clapping filled the cavern, and someone slowly walked through the shadows. "How touching," Psyphon laughed as he stepped out into the light.

"Boss," Kevin snarled. .

"You look like you've had better days," Psyphon remarked. "But no matter. I have no use for you now."

"So, you're the brains behind the operation," Max said, scowling. "Well, show's over. Where's Vilgax?"

"The master will join us eventually," Psyphon told him, smiling. "But, for now…" He turned his attention away from him. "So, you're Ben Tennyson."

"Yeah, that's me," Ben said with a glare.

"Pleasure to meet you." And then Psyphon blasted Ben with a wrist mounted laser. Ben doubled over in pain, clutching at his chest. His body felt like it was going to melt and explode at the same time.

"Do you like my DNA Destablizer?" Psyphon smiled as Ben's form began to change. "Can you feel your insides become liquid at this very second?"

Diamondhead's whole body became as blue as XLR8's skin, his head became a crystal version of XLR8's helmet, his legs changed into bulkier versions of XLR8 and his arms formed into blade like appendages.

"Actually...I've never felt better." Ben grinned as the pain faded.

Ben swung at Psyphon with his massive arms, but he backed away just in time. Psyphon was visibly confused; his weapon should've mutilated the hero entirely, so why was there suddenly Kineceleran blood flowing through his veins?

"Woahhhh!" Ruby gushed, "Just when I thought XLR8 couldn't get cooler!"

Ben rammed Psyphon at full speed, and it felt like a tank had just slammed it into him. His weapon was completely ineffective; if anything, he'd powered up Tennyson. Knowing he'd have to change weapons, Psyphon fled, REDs filling the area. A lot of them were hard to hit aerial drones, but now there were some melee drones on the ground, well equipped with armor and other weapons.

"We'll go after him," Ben declared as Ruby jumped on his back. "You guys take care of the drones!"

"On it!" Max crowed, whipping out his blaster. He started firing, slaughtering the advancing horde of REDs that were seeping in. Gwen started throwing out magic, and Anna started throwing around paper. Kevin just stood around, looking at his mutated hands. He didn't know what to do, especially in this body.

When he was an alien, it was easy to focus all concentration on that one single ability they could do. Here, he was just a mess, unable to keep focus on a single power. For Christ's sake, one arm was on fire, and the other wasn't! So, what? He was gonna shoot fire out of one side and soundwaves out the other? That just felt _weird_.

One of the larger melee drones started charging right at Kevin, who shot brilliant red flames from out of his hand. The flames looked like they were going to burn the bastard to a crisp, but to Kevin's shock, the flames instead crystalised the bot.

Kevin just shrugged. He'd seen weirder.

More melee bots surrounded him, and he decided to try out his other arm; water-like sound waves quickly shot out of his hand and tore through the robots, like Black Sabbath had just gone through them.

"Guess all my powers got mixed up," Kevin remarked as his scorpion tail shot out a green 'star powered' web that ensnared a lot of the melee bots and electrocuted them. Then the web turned blue and black and took over a majority of the bots, right before setting them all on fire. He looked at his hands and shrugged.

"You know, I can work with this." Kevin sped off, a trail of flames following behind him. He couldn't explain what happened next, but it worked; he phased through a bunch of the bots and either encased them in crystal, set them on fire, or just absorbed them into his body (probably either Eatle or Upgrade's powers, he couldn't tell).

Gwen continued bellowing out spells as Max and Anna stopped long enough to watch Kevin work.

Anna beamed at Max. "I taught him that."

* * *

XLRHead dashed through the caverns, hot on Psyphon's tracks. It felt weird to be this big while running as fast as XLR8. He was significantly slower, but still fast enough to keep up with Psyphon. Plus, Ruby felt like a handful of grapes on his back.

"So," Ruby drawled out. "What do you think caused the whole 'fusion' thing?"

"Probably the Omnitrix reacting with his weapon," Ben hypothesized. "Must've gone haywire or something."

"God, I wish you could do this to start with," Ruby joked, "Like, 10 aliens means 100 fusions! You could do a lot with that."

"You do have a point," Ben agreed. And she honestly did; fusion aliens fixed a lot of problems Ben had. Not being fast enough, being a big target, being too small to do physical damage. The advantages of XLRHead were pretty good; especially since an immovable object had become an unstoppable force of nature.

Psyphon flew over a ravine, hoping to lose the two, but Ben grinned.

"Hey, Ruby, wanna see something SICK?"

XLRHead shot out some crystals and created a ramp for himself, speeding across the way and then soaring through the air, before coming back down on the ground, smashing some of the ground, and then speeding away again.

"So?" Ben asked eagerly. "Whatcha think?"

"We need to keep this fusion feature." Ruby grinned. "I wanna see XLR8 on FIRE!"

Psyphon fired his weapon again, but Ben evaded with ease. Ruby whipped out the Crescent Rose and started firing dust bullets at Psyphon, each missing, but still throwing him off course.

Psyphon growled as he blasted Ben again, and that horrible pain returned. Ruby and Ben crashed to the ground, sending dirt flying everywhere. Ben's form changed again; this time it was a fusion between Slapback and Spidermonkey; it had Spidermonkey's body shape, but with Slapback's metal and 'helmet'. His metal was a weird in between of green and purple.

Ruby rubbed her head. "Well, this is different."

"But hey, it's useful!" Ben grinned.

Ben jumped up onto the ceiling, stuck himself up there, and slapped his back; he shrank and another clone popped out. He too clung to the ceiling, and the two started hitting against each other like a newton cradle. Each hit shrank them more and more, but created more clones that latched onto Psyphon with their webs from their tails. Psyphon plummeted to the ground, weighed down by multiple Slapmonkey's.

" _You brat!"_ Psyphon yelled as he zapped Ben again. Yet again, Ben transformed, this time into the worst possible fusion; Heatblast and Water Hazard.

Ben fell from his web and onto the ground. Heat Hazard was literally just Water Hazard's isopod form covered in reddish rocks, but steam seeped out from the lines on his body where Heatblast flames would've been ignited.

"Ah, great." Ben frowned and looked at his hands, which were shooting out steam. "Guess I'll make this a sauna now."

(Ben was sadly not familiar with the concept of superheated steam, which would've been very helpful at the moment.)

"Let me handle this," Ruby grinned. "Create a smokescreen...er, a steamscreen!"

Ben shot out a heavy 'steamscreen' that obscured Psyphon's view of the kids. He lowered his weapon and walked around. He couldn't see them, but that also meant they couldn't see him. He wasn't going to stand around like an oaf and just get hit.

Something in the fog rushed past him, and Psyphon spun around to see no one there. The girl was obviously trying to psyche him out, but he wasn't going to have any of it. Ruby again rushed at him, but he turned around and smacked her to the ground.

"Ow…." Ruby groaned. Psyphon glowered and raised his weapon up at Ruby.

"You are persistent, brat," Psyphon growled. "Even more so than Tennyson. Let's see how you like getting your DNA scrambled, girl!"

Suddenly, he was blasted away by a wave of sound, his ears starting to bleed. Psyphon turned to see a triad of Echo Echo, breathing heavily and honestly looking more annoyed more than anything. They all flung themselves at Psyphon, who blasted them all away. Psyphon pounced at them...only to collide with Ruby in mid air. She slashed at him with her massive scythe.

He flew through the air before he landed on a wall. Ruby landed next to the Echo Echos before she launched herself at Psyphon again, mustering her best war cry as she flew through the air. But her scythe narrowly missed her target and sliced into the cavern wall, Psyphon jumping away in the nick of time, but not before firing some alien adhesive at Ruby, gluing her to the wall.

Psyphon floated back down to the ground and grinned. "One brat down, one more to…" He paused. He could hear the faint pattering of footsteps around him. Psyphon then took note of his surroundings; there was a group of 10 Echo Echoes surrounding him.

"Wall...of...Sound!"

They all inhaled and let loose a devastating banshee shriek that shattered eardrums. Psyphon howled in pain, blood dribbling from his eyes, and crumbled over.

Ben grinned, thinking the battle was over. "Let's go see this master," Ben declared, walking away with his group...until something blasted a few of them away.

"Stupid brat!" Psyphon snapped ferally, wiping blood from his hands. "You were never supposed to receive the Omnitrix. You were never supposed to wield its power!" He yelled as he fired off his weapon, destroying more of the clones. "A device with as extraordinary of a power as the Omnitrix was never meant to be wielded by an unpredictable and immature child! AND NOW! I WILL OBLITERATE YOU!"

Psyphon annihilated the last Echo Echo with his atomic dissociator. Ben looked at his hands as they disintegrated into gray dust, before looking at best friend. Ruby could only watch in horror as Ben took one last breath, closed his eyes, and faded entirely.

"NO!" Ruby yelled, tears streaming down her face.

Ben Tennyson had lost.

Psyphon laughed maniacally. "That's right! No more Ben Tennyson! No more annoyances in my plan! And no one to stand in my way!"

Ping.

Psyphon paused. For a moment, he swore he heard something.

Ping.

There it was again. Ruby heard it this time too, breaking her out of her shock. The 'ping' sounded like the highest note on a grand piano, but this one was much more hollow and rang out across the labyrinth of the cave.

Ping.

Ping.

Ping.

Ping. The sound was coming closer. Ruby stopped crying and looked around.

"What...is that?" Psyphon finally asked, just as confused. Then his eyes caught something green...

Overhead, the Omnitrix hung motionless in the air; _the sound was coming from it._

Psyphon raised his weapon and aimed-

Green light flooded the room, blinding both Ruby and Psyphon. Psyphon protected his eyes, but when he removed his hands, he wished he'd just fired without flinching. There was a new form, floating where the Omnitrix once was, a Sonorsorian; yet, it looked so strange. It's entire body was green and submarine. He had a more humanoid shape and broad or square build, depending on who you asked. He had articulated legs, arms, hands, and fingers, with two tubes running down his shoulder and into his hands. Its head was mounted in the front of its chest, and the 'lips' of his mouth was jagged. The Omnitrix rested on his chest, just like its smaller form.

"Ben?" Ruby asked, her voice small.

"Who else?" The thing said with a grin. He punched the air and produced a sonic boom that knocked Psyphon to the ground; Psyphon felt the ribs in his chest shatter. His breathing came out in pants, but he didn't have a second to think of an escape route; Ben was flying right at him, throwing more sonic punches that soared through the air. Psyphon narrowly avoided them as they came crashing down on the ground.

"Ben!" Ruby grinned as Ben quickly freed her from the adhesive. "What happened to you? I thought you were a goner!"

"So did I," Ben admitted. "But I guess the Omnitrix pulled through and reformed Echo Echo for me."

"Wait," Ruby said, pausing. "You're Echo Echo?"

Ben looked at himself. "I guess so? This must be his second layer. Like Ghostfreak or something."

"Weird," Ruby commented, "but it suits you!" She tried to pat Ben on the back, but her hand phased right through his body. "Woah."

"Well, that's...interesting," Ben said, before flying at Psyphon.

"S-stay back! Stay back!" Psyphon warned as he fired his weapon at Ben; the laser phased through him like he was a ghost, and Psyphon screamed incoherently.

"I got to hand it to you," Ben said casually, as he threw another punch that narrowly missed Psyphon's head. "Out of all the villains I've faced, none of them have actually killed me. You get points for that." Ben then cornered Psyphon against a wall. "However...you flew too close to the sun, buddy. That pride of yours was bound to be your downfall. I'm understandably pissed about that whole 'dying' thing, too. So, how about you help me test out the full power of this new alien?"

Ben pulled one fist back, letting the sound inside resonate loudly, before he started pummeling Psyphon to a pulp. He could hear loud explosion-like noises in his ears with each swing, the cave shaking with each sonic blast.

Ben didn't know it, but Echo Echo's true form had been unveiled; while cute, Sonosorians were actually incredibly powerful, and to limit their true forms (and hide them from predators), they created suits from the very stone in their canyons. Anyone who had busted out of their suits would not last more than two minutes outside, but Ben didn't- couldn't- know that; he merely phased himself into Psyphon and did some more internal damage, before exiting the body in a grand explosion of sound. Psyphon fell to the ground, unconscious and corpse-like.

Ben took a deep breath and reverted back to human. Ruby ran over and tackle hugged him to the ground.

"NEVER DO THAT AGAIN!" she yelled, squeezing the life out of him.

"Y-you're choking me…" he grunted.

"Ben!"

Max, Gwen, Anna, and Kevin ran over; they all looked pretty frazzled from the battle, but very much victorious.

"See you took care of Psyphon," Gwen said, smiling.

"More like you took care of him for me," Kevin declared, grinning ferally.

He punched Psyphon so hard, the boot licker went flying through an oddly hollow cavern wall, and into the lab where Vilgax was resting, right near a control panel. Ben and the others wandered in and looked over at the stasis pod.

"That's Vilgax?" Ben asked, confused. "He looks a bit...wartorn."

Max stared at the body. "It sure is. Didn't expect him to get roughed up so badly. This is cruel, even for some Fulmini."

"So, wanna take him down at his lowest?" Anna asked, papers forming into a massive sword.

"Absolutely," Kevin said, swaggering over to Vilgax. "I ended up like this because of him. Dibs on the first hit!"

Psyphon sprang up and quickly slammed the button down; red liquid filled with King Crimson's Murrian DNA started to flow through the massive tubes and into the 'tomb' of Vilgax, covering his entire body.

"You failed, Ben Tennyson!" Psyphon laughed as he pointed to the tubes. "At this moment, my master is quickly reviving. Prepare to bow before him and tremble in fear! And for your trouble, where will you end up?"

Ben took a deep breath and put his hand near his Omnitrix. Something told him that maybe saying goodbye to Ruby wasn't the end of the world now.


	23. Vilgax

Thank all of you for being so patient, Part 4 should go up tomorrow if nothing goes wrong.

Please leave reviews on this part, and thank you for reading!

* * *

"Yes! _Yes!"_

Psyphon was laughing, eyes lit up with crazed joy. In a matter of seconds Vilgax would be alive again, and all thanks to his loyal servant. Everyone was ready for a fight, prepping up for what would be the hardest battle of the summer.

Or so they thought. A bright flash filled the room, and suddenly-

The tube was empty. Ben gave a sigh of relief, wiping some obvious sweat from his brow. "Close one," he muttered, his thoughts of dying today fading.

Psyphon stared at the tube and crumbled to the floor, defeated. He slammed his fist into the ground and gave a loud sob.

"I...failed you, Lord Vilgax," he said weakly. "I thought the boy would restore you to you former glory, not destroy you…"

The group just felt relieved. After hearing everything about Vilgax, the fact that they accidentally killed him was a huge plus.

"I...am a failure." Psyphon said, utterly defeated, before passing out. After weeks of fruitlessly trying to restore his master, his body gave up on him; a poetic end to this horror show.

"Well, I suppose we should take him in," Anna said, rolling her eyes as she walked on over.

" **No."**

Everyone froze.

"Who said that?" Gwen asked, her voice small.

"In order to grow, we must defeat the mistakes of our past. You think like a mortal who only has a short time on this planet, unable to even correct the mistakes they made previously. It's pathetic. You must crush your fear! That is what it means to live!"

Something was moving in the dark.

"The cowards who can't bother to fix themselves will forever be regarded as such. They lack such qualities, like patience and experience. But I have those in spades. A man can do anything if he has those values."

Something stepped out into the light.

"And those skills have been great use to me all these years. So...we finally meet, Ben Tennyson."

Ben slowly turned around, to see… _Vilgax_. He blinked, and a memory was brought forth, of a green-lit basement and a witch whose beauty hid her diabolical nature.

 _"Beware," she croaked, "beware the coming threat, the threat from the stars. Beware, the threat from the dawn of shadows. Do not go gentle into that good night."_

Ben stood there, frozen, as the cosmic warlord loomed over him.

Vilgax and 'threatening' might as well have been synonyms. He had tentacles dangling in front of his face, like a makeshift beard. His skin was dark green with darkening spots on his face and tentacles, with red eyes, and green sacs on the sides of his head. He wore black armor, with spikes on his knees and shoulder pads and black, fingerless gloves.

Vilgax stared at the Omnitrix.

"An interesting device, isn't it?" he asked, his voice sending shivers down Ben's spine. "It must have a thousand uses. And a million different samples, if legends are correct." Vilgax circled around Ben and the others.

"With every sample, you become increasingly more powerful," he went on. "A Galilean could crush someone's body with the force of an entire moon. A Prypiatosian-B could irradiate an entire area, if freed from the shackles that binds it ever so tightly. A Celestisapien could destroy an entire galaxy," Vilgax snapped his fingers, "just like that."

"Y-yeah." Ben gulped. "What of it?"

"No one deserves the Omnitrix more than me," Vilgax told him. "I've suffered more hardships than you in your very, _very_ small, insignificant life. I've worked hard to get here…" Vilgax raised his arm. "And will work even harder to pry that thing OFF YOUR WRIST!" He slammed his fist down, but Ben had already transformed.

Vilgax's tentacles were cut up in seconds as Diamondhead's crystals pierced through them.

"Seriously?" Ben taunted as he freed himself. " _You're_ the greatest evil the galaxy has ever seen?"

"Watch your tongue, boy!" Vilgax snarled as his tentacles fell to the ground. Green blood oozed from out of the wounds and onto the floor.

"What, you just got tough talk to back you up?" Ben mocked. His snark was on full force. Ben felt braver now that he was talking behind one of his most durable aliens. Besides, if he could cut up Vilgax that easily, he couldn't be that hard to beat, right?

...Right?

Newer tentacles regenerated from Vilgax's arm within seconds, catching Ben off guard. He wrapped his tentacles around Ben again, and slowly cracked Ben's hard form.

"Regenerative abilities, personally added by the good doctor," Vilgax said with a savage grin. "I won't go down so easily, Tennyson. I am the greatest obstacle you've ever faced...and you will the easiest one I've ever defeated."

"Get your claws off my grandson!" Max yelled as he unloaded gunfire onto Vilgax. Red hot bullets shot out from the barrel, digging into Vilgax's green skin, but they barely stung. The bullets popped out of his skin as he regenerated quickly. Vilgax dropped Ben to the ground and turned his attention away.

"Maxwell," the warlord greeted. "I see time has treated you well." Vilgax's tentacles shot out and snatched Max's weapon from out of his hands, crushing the firearm in his tentacles like thin ceramic.

Max grimaced as he slowly backed away. A blue barrier formed around him, and Vilgax paused in his tracks, turning to see Gwen.

"S-stay away from him!" Gwen said, breathing heavily.

"I see...your efforts to protect your grandfather are rather noble. I truly have no quarrel with him, nor you even...rather, the boy."

"YOU MEAN ME!" Kevin yelled as he charged at Vilgax; he shot out more fireballs from his right hand, striking Vilgax and crystalizing most of his body. Vilgax frowned, studying Kevin's horrid form.

"So, you're my donor," Vilgax noted, as the crystals encasing him started to crack. "Fascinating."

"What, you gonna try to take me apart too?" Kevin fumed. "You're the reason I'm in this mess."

"In this universe, the cause has no meaning. Only the effects remain ," Vilgax countered as he freed himself. "And if you truly believe that I'm the source of all your problems...then I implore you. Take me on."

"With pleasure." Kevin grinned as he sped towards Vilgax, body sparking with electricity. He phased through the warlord; a normal person would've described the pain of being struck by lightning as id having a solid, molten, churning core of fire and heat sitting at the very center of your body. For Vilgax, it was like his whole muscle system short circuited for a moment.

A moment.

In that brief second after Kevin exited his body, he shot his tentacles out and delivered a powerful one-fisted blow, right into Kevin's back. The blow didn't break his back, but it threw Kevin off track, and he painfully crashed into a wall. Vilgax jumped over and wrapped his tentacles around Kevin's arms and slowly pulled at them.

"A worm this pathetic cannot be my donor," Vilgax jeered, tightening his grip.

Kevin opened his mouth and released a powerful blast of star energy, hitting Vilgax right in the face. Vilgax recoiled in pain as his face was slowly crystallized. Kevin turned his body into mucky water with a strange circuit board pattern to it. It oozed across the ground and circled around the warlord, before it whipped itself at him, the tip of the form hardened in hard crystals.

Vilgax tried to catch the thing, but the attack passed through his hands and slashed his face, making him to scream in pain.

"How's THAT for a worm?" Kevin quipped before unleashing a barrage of slashes at Vilgax, slicing his body open. Kevin quickly reformed and prepared to unleash another quick barrage of punches.

Suddenly, Vilgax spun around and fired a powerful optic blast from his eyes, hitting Kevin dead center in the chest. Kevin went flying through the air and crashed into the ceiling of the cavern. He quickly recovered and decided to try out his new wings; he soared through the air and started spewing strange liquid fire from his tail.

"Drown in flames, asshole!"

Vilgax stretched his arms to wrap around Kevin's body. Then he quickly retracted, crashing into the foe at top speeds. "For your insolence," he huffed, "you will take my place!" He threw Kevin into the ground, hard enough to make a crater, the shock waves taking out all the flames in the area.

"Lucky shot," Kevin coughed out. His eyes fluttered, and he fell unconscious.

"KEVIN!" Ben yelled as he fell to the ground.

"Ok, so, that's a good display of what to expect," Ruby said shakily. "I have a feeling I'm gonna be useless against that regenerative power."

"Relax a bit, kid," Anna said, flashing her teeth. "I'm gonna tear apart Vilgax myself."

"You will try, and you will fail," Vilgax scoffed, unfurling his tentacles once more. "The path to victory is long and winding, but in the end...it is rewarding."

"Cut it with the philosophy, Socrates."

An ocean wave of paper smothered Vilgax, smashing him against the walls and out of the cave.

"Do you truly think you can stop me?" the warlord jeered before another wave of paper came over him, suffocating him.

"Yeah, no, gonna have to shut you up there," Anna snarled as she stalked out of the cave. "You don't get to walk around talking trash about my kid and getting away with it. AND YOU DON'T GET TO LIVE AFTER HURTING HIM!" she shrieked, and yellow blood erupted from Vilgax as paper fell on him like a rain of knives.

The wounds sealed up quickly, as Vilgax forced his way through the blizzard of paper, regenerating effortlessly. He looked utterly apathetic at Anna, a first; people tended to either die quickly or run away screaming whenever she attacked like this.

Vilgax threw a few heavy punches, trying to break through her defenses. Anna blocked them all easily, making small paper shields that were as strong as titanium. She quickly created a sabre and thrust up, the blade going right through Vilgax's neck. The alien shuddered out a breath and coughed out blood, and Anna slid the blade to the left. The head sagged to the side, connected to the body by only a few thin fibers. The body dropped to the ground in an inglorious heap, yellow blood staining the grassy floor.

"And that's why I'm always sent out on missions," Anna snarled, retracting her papers into her coat. "Not only do I get shit done quickly, but I _deal_ with my enemies. Something you never learned, no matter how many times I told you."

Vilgax hissed as his body quickly reformed, as if the onslaught hadn't happened. "And that's why...I improved myself. I should thank you for letting me test the full throttle of my regenerative abilities..."

Paper fluttered around him once more, and Vilgax _froze_.

"You know, there's something you should know about humanity," Anna declared into the deathly quiet. Vilgax stared at the paper storm around him in absolute horror. "You look like one of the gods we used to worship. _**And we killed most of them."**_

"Most," Vilgax chuckled as he unleashed a powerful optic blast, tearing through most of the papers like they were nothing. He rushed forward and wrapped his tentacles around her, and started thrashing her around like a ragdoll. He tossed her up in the air and started unleashing a flurry of lasers, most of which missed and hit the trees above them. Anna quickly evaded all of them as she landed back on the ground. Vilgax yelled as he unleashed another powerful optic blast, more powerful than anything Anna had faced.

Anna sent up a shield to protect herself, but the edges caught fire almost instantly. Sweat beaded on her forehead, and her head felt light; she was running low on power. She could feel the last of the paper assault wavering, but she sent it all at Vilgax's back, like a harpoon into the deep sea. It struck through his armor and right through his heart, and his body flopped onto the ground.

But Vilgax merely groaned as he reached over his shoulder and dislodged the spear. His heart regenerated itself almost instantly, and he stood up on sure legs. "And now...I have proof. I have defeated the limbo that once held me captive." He chuckled. "Thank you for this display."

"Oh my god, shut the fuck up," Anna told him, her head light and her heart beating out a dangerous rhythm. With shaking hands she gestured to Ben and Ruby, who had run out of the cave as soon as the fight ended. "All yours, kids. Give him hell." And then she went staggered to the side and collapsed.

Ben eyed Anna's weakened form, but he could see her shakily taking a medicine bottle out of her coat. She'd be fine for the time being. "Omnitrix still is on recharge, Kevin's knocked out, and Anna's down for the time being. The Worf Effect fucking sucks."

"I'll stall for him while you wait this one out," Ruby said, reloading her weapon. "I know I can't take him...but it isn't gonna stop me."

"Kick his ass, Rue." Ben grinned as Ruby took off sprinting, switching Crescent Rose into its scythe mode. Vilgax used his tentacles to block the scythe and kick Ruby backward. She barely remained upright and they clash again.

Ruby leapt back to take a swing at him, her blade an arc of destruction. Vilgax dodged and then landed a powerful blow against the body of the scythe, causing a red shimmer to cross her Aura in the area of the strike. Ruby flipped through the air and switched her scythe to its war mode; she then propelled herself to the ground to impale Vilgax.

Vilgax yet again dodged, and he quickly rotated his hand at high-speed and stabbed at the girl. Ruby dodged and slashed at his legs, breaking apart his armor. Vilgax tried to grab the scythe user, but Ruby did a circular slash around herself, cutting off Vilgax's tentacles.

Ruby screamed as she unleashed a flurry of lacerations followed by a backflipping slash, and then three extremely fast slashes that knocked Vilgax back into the wall.

The warlord had the audacity to smirk.

"What?" Ruby frowned. "What's so funny?"

"The fact you're so adamant about your weapon doing damage." Vilgax grinned as he stepped out, unharmed. "My regenerative abilities are too fast for you to combat, child. This is perhaps the easiest battle I've had all day."

Ruby frowned as she reloaded her weapon. Aiming at the ground, she fired a shot from her weapon, launching herself and Crescent Rose into the air. Transforming it back into its gun-state, Ruby fired at Vilgax, who quickly dodged it.

Landing on all fours, Ruby got back up readied her gun again. She charged forward, leaving a flurry of rose petals behind her and rapidly swung her scythe, vertical, diagonal, and horizontal. Ruby jumped back, expecting Vilgax to fall to pieces, when she noticed she only managed to scratch Vilgax...fucking hell, she had been hoping that would work, despite the odds!

Vilgax seized Ruby by the shoulders and dragged her to the side of the clearing. Without warning he delivered a flurry of punches before delivering an uppercut; Ruby's aura only barely protected her. She crashed into a tree and quickly found a branch to hang on to. She groaned, disoriented by Vilgax's sheer strength. She looked toward her ammunition to see she only had one clip left. She grit her teeth; she needed to make these bullets count, but how?

...by playing dirty, that's how.

Ruby blasted off at a higher speed than ever before and struck Vilgax's arm, slicing right through it. She quickly changed her weapon into its gun mode and launched some bullets to seal the wound. Vilgax froze up as Ruby landed on the ground.

"What did you do?" Ben asked, running up to her.

"Something clever," Ruby chirped. But she knew it wasn't going to be that effective; Vilgax quickly regenerated from his wounds, and he had spent those precious few seconds writhing in pain, twisting his tentacles around and around, compressing and making his next punch more powerful.

Vilgax grinned. "Your loss, girl."

"Nah. Sometimes you just have to stop and smell the roses."

And then Vilgax _exploded_.

What looked to be spikes made of rock erupted from his body, which was struggling to regenerate from the wounds. Ruby had launched some Earth Dust into Vilgax's body amongst the electricity dust, and waited for it to 'detonate'. Vilgax's prepared attack came to a halt, and Ruby took a step back.

"Thanks Ruby!" Ben yelled as the Omnitrix lit up. "I'll take it from here!" He slapped down the Omnitrix and bolted at Vilgax as Heatblast. "I'm gonna turn you into a burnt seafood platter!"

The warlord slowly stood up, his body still half unformed. His single eye glared hatefully at him, but Ben sent an enormous stream of fire at him, lighting up the warlord and the clearing along with him.

"BEN!" Anna yelled as the fire spread too quickly, cutting the child off from the group. Ben turned around, but Vilgax simply backhanded him to the ground, his body now almost entirely reformed.

Ben struggled to get up. "Ow," he groaned, before taking a deep breath. He had to plan quickly, he could tell Vilgax wasn't done with him.

"I suppose I should thank you for bringing the Omnitrix," Vilgax spoke from behind him. Ben spun around to see Vilgax, his eyes locked on the symbol. "It was the Omnitrix that rebirthed me, and it will be the weapon I use to take down any other threat that stands in my way."

Well that was uncomfortable. "Hey, my eyes are up here, Vilgax!" His fists flared up. "But whatever. Hope you're in the mood for some calamari, Vilgax!"

"I'm always ready, changeling," Vilgax sneered as he slowly approached the boy. Ben ran at Vilgax with a flaming fist, but it suddenly transformed into Cannonbolt's soft 'paws'.

"What? Ugh, fine." Ben curled up in a ball and prepared to steamroll Squidface, but again, he suddenly transformed into Water Hazard.

He skidded against the floor as Vilgax grabbed his arm and started tossing him around like a ragdoll, before slamming him against a tree. Ben grunted as he propelled himself through the air using his water jets, preparing to powerwash Vilgax's stupid face off, but he transformed again.

Upgrade slammed into Vilgax and covered up his face, restricting his vision.

"Not what I had in mind, but this'll work!" Ben grinned as he tightened his grip around Vilgax.

Suddenly, Ben's body started to feel very warm, and in the next moment Vilgax was lasering Ben's form with his laser eyes. Ben quickly loosened himself, and Vilgax easily tore the Mechamorph off of him and onto the ground. He tried to obliterate Ben again with the lasers, but Ben quickly avoided the blasts with his liquid form.

"Try to catch me now, hot shot!" Ben taunted before he transformed, this time into Eatle. Vilgax hit Ben dead center in the jaw, sending him flying through the air and onto his back. He helplessly tried to force himself up, but Vilgax just laughed.

"Pathetic bug," Vilgax said as he stepped on Eatle's stomach, putting some pressure on it. "How did such a child gain such immense power?"

"I call it a lucky break," Ben grunted, his ribs slowly getting crushed. Vilgax slowly wrapped his tentacles around his mouth.

"When a grown up is speaking, a child should listen. Seen and not...OW!" Vilgax suddenly released his grip around Ben's neck and forced his hand back.

Ben had taken a nasty bite out of his tentacles, which slowly regenerated. Ben nervously chewed on the raw tentacles. They were awkwardly squirming around in his mouth, like live worms, but he forced himself to swallow them.

"Still better than Grandpa's cooking," he quipped as he blasted Vilgax into a wall.

Vilgax grunted as his arm regrew, and he charged at Ben. Ben stampeded towards Vilgax...only to pass through him. Ben had again shifted, this time into Ghostfreak. If anything, it felt like a very awkward chill had passed through Vilgax's body. Ben cursed the Omnitrix as he flew off, leaving Vilgax confused for a few precious seconds.

"What's with you, Omnitrix?" He rasped, staring down at his blinking chest. "I thought you were supposed to look out for me and stuff and…"

Suddenly, Ben realized what might have been the problem.

"...you're scared, huh?"

(In a weird way, the Omnitrix was an overprotective mother, trying to shield her stupid, naive child from the world. Her micromanaging could stop her child in his tracks and prevent him from finding those interests he would like to pursue, like fighting a crazy monster from space. She'd never let her son fail.

Deep down, she knew made that kids should experience and learn about risk and threats when living, so she let her guard down sometimes.)

(Of course, Ben would totally sneak out at night due to her parenting. But she would know...mostly because she was literally on her wrist.)

(She had seen everything before and knew every move someone might make, but she had never seen a force as destructive as Vilgax. And it scared her, just like any mother could, and she overthought everything to protect herself and her young child.)

"I don't blame you," Ben said quietly. "When it's hero time, if I mess up, somebody could die. Maybe it's too much to have in your head when you have to win. Maybe if I pretend that everything's a big joke, when the time comes, I'll be able to do what I have to do...and I think the time is right."

The Omnitrix continued blinking green.

"But, if you want to keep freaking out, that's fine," Ben said, grinning. "I can't control my transformations, but maybe I can control my lack of control!"

Ben phased out of a wall and flew at Vilgax. "Guess who's coming, sourpuss!" Vilgax turned around and started firing off his laser vision, but Ben simply phased through it. "Better get ready, Vilgy! I don't even know my next attack!"

Ben suddenly transformed again, this time into Astrodactyl. He flew around Vilgax and started blasting him with star blasts, causing some light but still effective chip damage. Vilgax couldn't hit Ben with his tentacles due to his speed too, so this made this even more irritating.

Vilgax tried hitting Ben again with his lasers, but Ben dodged them with ease, before transforming again; XLR8 hit the ground running and unleashing a quick dual-swipe that knocked Vilgax into the air.

Ben ran up a tree and transformed again. Diamondhead jumped through the air and slammed his fist into Vilgax's face, sending him to the ground. Diamondhead plummeted to the floor, unharmed...but Vilgax was _angry._

"Your crystals meaning nothing to me!" he roared as he sent out his tentacles. Ben quickly sliced through them with his blades, before shifting to Blitzwolfer.

"It's not about the crystals, Vilgy!" Ben taunted as he slammed his massive metal-coated fists into his chest. "It's all about the element of surprise!"

He unleashed an upward barrage of punches, finishing with a powerful delayed hook that sent Vilgax flying, but he quickly grappled onto the ground with his tentacles and collided with Ben.

Vilgax felt nothing underneath him; he either figured that Ben had been smashed flat, or that he'd changed forms again. Surely enough, the latter was right. Ghostfreak had discreetly wrapped his tentacles around Vilgax's body, restricting his movements.

"Gotcha!" Ben phased through the ground, taking Vilgax with him, and leaving him between the ground and the open air.

Vilgax, utterly enraged that a _grade schooler_ was kicking his ass, burst from the ground, his laser eyes firing blindly...and that was his downfall.

Cannonbolt's hard shell bounced on the ground and then slammed into Vilgax's face a few times, before Ben flipped through the air and landed as Wildvine.

"Awful hard to fight what you can't see coming, isn't it?" Ben teased as he ensnared Vilgax in his vines. Vilgax pried them off, but was yet again ensnared, this time by Spidermonkey's steel webs.

"Come on, Vilgy!" Ben yelled, a big shit eating grin painted on his face. "Come and get me!"

Vilgax prepared to fire another optic blast at the brat, but Ben jumped down and webbed his face. Vilgax was blind, but he could still fight- at least, he thought he could.

Vilgax screamed in pain as something dug its pincers into his back. Spidermonkey's pincers had taken a chunk out of him, and his body was struggling to regenerate. Vilgax struggled to tear the web off of his face before ripping the rest of the webs off with what little strength he had left. Ben shifted into Water Hazard and he blasted Vilgax into another wall with a strong stream of water.

"I-impossible!" Vilgax yelled as his vision started to blur. "A child dares to stand in my way? I am at the apex of life, reborn from limbo! _You are beneath me!"_

"Yeah, yeah, we get it," a voice yelled as Vilgax's arm was sliced clean off. Ruby landed next to Ben as the rest of the group gathered. "You're the best, and we're just a bunch of dumb dirty apes with a mangy mutt."

"You...all survived that fire?!" Vilgax cried out, his arm slowly regrowing.

"I warped us out of there in time," Gwen said smugly. "Best time to learn a spell is when you're under extreme pressure."

"This...this can't be happening!"

"And the bad news just keeps on coming!" Anna threw a paper spear at Vilgax, sending him flying through the air.

Ben ran after him and suddenly, Echo Echo flipped through the air and landed on his feet, unleashing a horrible sonic screech as he did so. Vilgax collided with the screech, sending him into the path of one of Ruby's bullets, which pierced his head.

Suddenly, Spidermonkey drop kicked him from the sky, and into Kevin's range...and Kevin just phased through the man for a brief second, destroying his arms. But that was just unsatisfying.

Astrodactyl shot a powerful blast of energy from his mouth, hitting Vilgax dead center in the chest and sending him crumbling to the ground. Vilgax groaned, weak and in extreme pain.

"INCOMING!" Multiple Slapbacks landed on top of Vilgax, further injuring him. They were all around one ton, maybe more. And they all _hurt like hell_.

The fire was still spreading, smoke choking what little air that remained. The humans spread to the parts where the fire died down thanks to Anna's paper, and they watched as Vilgax slowly shriveled fire spread to his downed body and seared through it, his green skin blackening as he screamed in pain.

And then, merciful silence. Paper was sent out to the rest of the fire, smothering it completely.

"Welp, didn't expect that to knock him out," Ben said as he reverted back to human.

"Kinda anti-climatic too," Ruby said tiredly.

"The fire's mostly gone, but at this point someone's gonna investigate," Max pointed out. "Let's get out of here."

"Hop on!" Anna beamed as she reformed her paper airplane. Everyone climbed on, sans Kevin.

"Hold on." Kevin launched a powerful blast of flames from his left hand, and formed a thick layer of crystals on the rocks where Vilgax was 'resting' currently. "That should hold him," Kevin grinned as he took off.

Anna used what little of her energy remained to soar through the sky, dodging smoke and ash. The airplane remained mostly steady even as she became delirious.

"Hold on," she slurred, "This...might get bumpy." Anna quickly maneuvered her way through a tight cluster of trees, and suddenly they were back at the campsite. The smoke hadn't reached here, and everyone took a moment to just relax.

The battle was over. Vilgax was currently mostly cremated underneath a coffin of taydenite, with the rest of his body a mess broken bones, stretched or broken ligaments, internal bleeding, and lacerated or punctured organs...anything that would slow down his fighting, really. His promised revenge would never come to fruition.

...mainly because his eyes were set on a different group now.

"TENNYSON!" a voice screamed out as the ground exploded in a flash of red. Vilgax climbed out of his makeshift coffin, wounds slowly healing.

Ben took a deep breath, wanting to go home.


	24. Everlong

Before you begin this chapter, I would like to thank each of you for supporting this project so much. Your feedback means the world to me.

I'd like to thank my group of writers; Michael, for being a bitch (he literally clapped when I said that), Ethan, for giving me the guts to post this, Antipathy, for assisting in a lot of the creative division, and proofreaders Primal and Kyle, for your hard work and dedication.

I'd also like to thank my group of artists; Razz, for being a feral monster, Carth, for drawing a lot of the concept art for future parts, Ricky, for a lot of the designs and a huge idea that shaped this entire arc, and Domenic, for being a huge creative force in the art department.

To my friends; Matt, Alex, Wayne, Will, Paradox, ZZ, and Kakapo.

And most of all, a very special thank you to my best friend and co-creator, Winter Witch. You inspired me to write and you helped me develop this entire idea. Thank you for your endless support, and happy birthday!

See all of you soon!

* * *

Vilgax stomped after the paper airplane, murderous intent on his mind. He had been humiliated by a worthless rat pack of humans, and his pride was shattered on the ground. Vilgax arched backwards and compressed both arms before unleashing a rapid-fire strike, moving his arms up and down to give the impression of thousands of tentacles moving to attack. The plane didn't have the durability to survive such a blow, and exploded into a thousand pieces.

Everyone went flying in different directions, with Ben transforming into Upgrade. He grabbed Ruby and they both went crashing to the ground.

"...well, shit," Ruby sighed. "Bastard's still alive."

"Must've burrowed before we could land the final blow," Ben hypothesized.

"Well, if he's so eager to fight again, let's give it to him!" She held out the Crescent Rose eagerly, and Ben quickly merged with it. He added some more 'bells and whistles' just in case Ruby needed help.

Vilgax ran at the two of them on all fours; he was frothing from the mouth and practically feral. Ruby swung her scythe and the blade shot out like a whip and slashed at Vilgax, cutting off some tentacles on his face. To add insult to injury, an arm shot out of the blade and punched Vilgax in the face, before mashing it into the ground.

"This again?" Vilgax huffed, trying to grab the blade. "Have you fallen under the delusion that a Galvanic Mechamorph will be my downfall? Come at me, you poor excuses for heroes!"

Ruby retracted her blade and switched her upgraded weapon into its Upgrade-exclusive sword form. She charged at Vilgax and performed a two-handed downward sword slash, which actually cracked his armor.

Vilgax swatted them away and stretched out his arms while twisting them. He quickly took hold of his opponent. He then untwisted his arms, rapidly spinning both Ruby and Ben, disorienting them both. Vilgax quickly tossed them into the air and shot out his horrific eye lasers, which exploded upon contact.

Ben and Ruby jumped out of the smoke and tumbled to the ground. Vilgax continued to shoot out more of his laser eyes, but Ruby quickly sidestepped to her left, avoiding all of the blasts. Vilgax decided to switch up his strategy and quickly dashed towards Ruby. He threw his fist forward-

Ruby was quick to counter, her weapon wrapping around Vilgax's arm like a python. Ben popped out of the weapon and delivered a quick flurry of punches to the warlord's face.

Ruby continued her relentless assault, forcing Vilgax to go on the defensive. After a few strikes and cut tentacles, the two combatants were now face to face...well, three, now that Ben popped out his head.

"So, Squidface, you wanna just give up right now?" Ben taunted.

"I aim to remain at the apex," he growled, before grabbing Ruby and smashing her into a nearby tree. Vilgax threw his fist forward, slicing through the air and slamming into Ruby's torso. Ruby broke through the tree, rocketed through the air, and landed in a river.

She shook her head like a wet dog and winced as her aura level became even lower. "Great going, doofus. Now he's angry!"

"Calm down, I'm trying to get a rise out of him," Ben told her, transforming the scythe into its double sided form. "The angrier he gets, the more out of control he becomes. His plan is already falling apart."

"Well, this better work." Ruby grimaced as Vilgax charged at her. She quickly crossed her arms and blocked Vilgax's attack. The warlord's tentacles retracted when Ruby charged forward. The traded blows, each attack making the water in the river shudder violently and the earth beneath them shake.

Ruby jumped up and shot more bullets, but Vilgax easily dodged with his superior speed. As soon as Ruby reached the ground, Vilgax ran towards her. He forced his tentacles forward in a blurry, rapid barrage of strong punches. Having little time to react, Ruby spun her weapon in a circular motion, blocking the attacks as best she could.

Ben popped out of the scythe and shot out a powerful optic blast. Vilgax countered with his own, and the two lasers clashed violently. Ben tried to overpower the warlord with all his might, but Vilgax simply crossed his arms and laughed.

And that made Ruby _angry_.

She turned into rose petals and jumped into the air, the laser instead blasting through a few trees. With a war cry she attacked Vilgax once more, delivering small hits around his body and transforming whenever he tried to hit her. Vilgax slammed his fists onto the ground, shaking the earth with such a force it threw Ruby off guard. He wrapped his tentacles around her and slammed her into the ground she left an imprint, but Ruby once more transformed into rose petals and freed herself, her Semblance creating a tornado-like force that lifted Vilgax into the air.

 _"Let's end this here and now!"_ Ben yelled as Ruby shifted back into human form. Ben turned the Crescent Rose into a spear and Ruby propelled herself downward, letting gravity speed up her descent. At mach speeds she sank the spear into the monster's body, driving it toward the ground with a massive THUD, sending dust and debris flying everywhere.

The dust slowly cleared-

And Vilgax had Ben trapped. The young Mechamorph struggled in his vice-like grip. Ruby laid on the ground, dazed and confused and so very tired.

"I knew your strategy from the start," Vilgax sneered, tightening the tentacle restraints. "I have always been a king who could rise easily from discord! I had to just seal up the pitfalls that stood before me."

Vilgax stretched out Upgrade's vinyl like body to its limit. Ben grunted in pain and glared hatefully at the warlord. "I had to just get close enough to rip you off this primitive weapon, and then it would be over." He tossed Upgrade aside as he reverted back to human. Ben tumbled painfully to the ground, blood and dirt smearing his pale skin.

Ruby weakly raised her weapon and cocked it.

Vilgax looked down at her. "A weak little girl with a weak spirit. How fitting."

"Who are you to decide that?! I've come this far all by myself! That has to count for something!" Ruby shouted.

"If it really meant anything," Vilgax went on,"you wouldn't be on the ground right now, too weak to stand and facing utter defeat. Face it, you're a fraud. A joke."

"You're wrong!"

Vilgax sneered. "Didn't anyone ever tell you to respect your superiors? I've humiliated you. Insubordinate wretches like you should learn their lesson." He snatched up the Crescent Rose. "Oh, what's this? Your weapon? That sure came in handy when I countered everything you threw at me."

He broke the Crescent Rose over his knee, splintering it into hundreds of pieces.

Ruby opened her mouth to scream, her eyes wide and filled with tears. Her vision blurred. Her throat closed in on her. She nearly let out a horrified keening noise that only came out of the truly inconsolable.

And then she started giggling.

Vilgax froze. He looked at her destroyed weapon. He took in the fact that her aura was gone, and that this little girl could barely sit up, much less stand. So why…?

"Hey, Vilgax?" Ruby asked, her chuckles still watery. "What's fastest way to fuck up?"

"...I wouldn't know."

"Well, doing that would be on top of the list."

"...was that supposed to be a joke?"

"Nah. More of a distraction." She pointed over at Ben, who was slowly walking towards Vilgax.

Ben had shifted into Heatblast, and his footsteps left scorched earth as he advanced. Vilgax could feel the heat from where he was standing, which shouldn't be happening. Even more strange was the fact that is flames seemed to burn more intensely...more... _dangerous._

They were turning blue, a dangerous color; it reminded him of the Fulmini he faced, and he froze in place, paralyzed with fear. Ruby gathered up as much of the Crescent Rose as she could, getting all the important pieces before darting away to a much safer location. She wanted to see Ben burn Vilgax to ashes, but she knew that she would probably die from either heat stroke or dehydration.

Or maybe something even worse than that.

"Vilgax," Ben said, his voice low and sibilant, "I think it's safe to say that I'm _absolutely_ more mature than you."

" _What?"_ Vilgax's face contorted in rage, and he could feel his legs move again. He stood there though, allowing Ben his final words.

"You didn't deserve the fate the Fulmini gave you. You deserved _worse_. You _especially_ deserved a complete curb stomp from a brat that's cocky and kinda abused their powers from time to time. What would you would've done, become a one man army? With only ten aliens and a time limit? You think you could really unlock all the unlimited potential of the Omnitrix within a few seconds of owning it? No! I'd tell you to rethink your stupid ideas, but your ideas aren't really the problem. You're just an idiot. Your people will weep for you? Calm down. It's not like your people could stand to lose a sad, old, loose end like yourself, right?"

Vilgax stood there, flabbergasted.

"'Defeat your weaker self'? Seriously? You haven't grown up at all, you overgrown calamari platter! With how much you were praising yourself, I thought you were some nihilist fourteen year old with a God complex! No matter how you grow, there are always limits to what someone can do," Ben went on. "Especially someone who isn't smart enough to just evacuate their own planet."

"T-there...you…"

Ben sighed. "Just shut up already. You're the most pathetic person I've met in my life, and I am _done_ wasting my breath on you. The last thing I need right now is listening to trash like you, let alone beating you to a pulp. But if you want to take me down, feel free to try… as long as you don't mind a painful defeat."

Ben raised his palm in the air; a vast amount of blue flames gathered in the sky above. It looked like the beginnings of a sun-

The sun came crashing down on Vilgax. Absolute pain seared through Vilgax's flesh, burning most of it clean off. Blisters appeared on what was left on his body. Vilgax could feel air escape his lungs; this was the truest, most powerful form of a Pyronite, one that would be told in legends.

And most of those ended in destruction.

The sun quickly faded as Vilgax somehow got back on his feet. The forest around him was engulfed in blue flames and burning up quickly. His wounds weren't healing fast enough either. Vilgax knew he had to retreat, the boy was more powerful than he thought, but Ben wasn't finished with him yet. He ran at Vilgax and engulfed his fist in blue flames.

He unleashed a barrage of flames at his opponent, causing, aside from sheer blunt damage, intense burning in muscle fibers.

But Ben wasn't done.

He unleashed a massive cyclone of blue fire around them both, preventing anyone within a five mile radius from entering or leaving it. Vilgax, with what little power he still had, rushed Ben with more powerful and swift attacks; Ben hoped his plan could come into action soon. He punched Vilgax in the face, leaving his forehead with a fist shaped burn on it.

Vilgax knew that there was no running now; he stretched his arms and grabbed onto his enemy. Then he quickly retracted them, crashing into the foe at high speeds. Ben yelled in pain as Vilgax threw him around like a rag doll. Vilgax slammed Ben onto the ground and started hitting him, all thoughts of a plan going out the window.

But Vilgax's nerves were damaged to the point where he couldn't feel anything….especially his tentacles being burnt into ash. Ben burnt through the tentacles and freed himself, landing on the ground with the intent to end this.

"TENNYSON! GET READY TO DIE!"

Ben charged at Vilgax, hitting him with a continuous barrage of fiery punches enhanced with sheer determination. He then absorbed all the blue flames from the inferno into his fist, and he punched his target with a force so strong the world seemed to slow to a halt. Ben could see Vilgax's face contorted in horror as the punch connected with his face.

The fist collided at mach speeds, blue flames like a rocket behind him. Vilgax went up, up, high into the sky, soaring beyond the Earth's atmosphere in a fiery comet. He left the blue sky and entered space, disappearing into Earth's yellow sun.

Ben's breathing slowed as he stared at the now empty sky.

" _ **And stay off."**_

* * *

Ben sighed, finally happy that long fight with Vilgax was _finally_ over. And then he grunted as Gwen not-so-gently healed his wounds. "Jeez, is there anyway your healing spells won't hurt me more than I already am?"

"Shush. It's not my fault you just knocked a space tyrant back to where he came from," Gwen snapped, her palms glowing dark blue.

"At least she repaired the Crescent Rose!" Ruby beamed, holding her prized 'baby' in her hands.

Ben's jaw dropped. "Wait, so you're telling me I got angry for _nothing?_ I thought that thing was irreplaceable!"

"What? No. I mean, my dad would've been angry that he'd have to buy a new one, but hey! Work with what you've got, right?" Ruby grinned impishly.

" _I will punch you in the liver."_

"You'll try and you'll fail."

Ben glanced over at Kevin, who was awkwardly trying not to draw attention to him. "What about him? Did you try healing him back to normal?"

Gwen frowned. "Nope. He's refused any help."

"And why's that?"

Kevin grimaced. "Cause I deserve this."

"...huh?"

"I'm out of control," Kevin sighed. "I don't need medical attention or anything like that, I just need some...mental help, y'know? I don't really have a good grasp on my powers and my emotions...heck, I think my emotions alone are the reason I'm like this. I mean, look." He held up his arm and, ever so slowly, it shrunk, becoming more and more humanoid before it snapped back to its previous alien shape. "So, yeah. I think I just need some mental recuperation."

Ben nodded. "I can understand that."

"Plus...Anna's thinking of taking me in," Kevin said with a low chuckle. "I could really use a good family right now."

Ben looked over at Anna, who was gorging herself on spaghetti with far too much parmesan on top. She looked better, her face less pale and sweaty, but the tomato sauce around her mouth made her look too much like a cannibal. Ben nervously turned back to Kevin and snickered. "I think Anna would be an interesting mom."

Anna threw down her carton of orange juice and wiped off her face with a napkin. "Alright, I'm charged and ready to blow this popsicle stand. We need the Plumbers to do a proper scan of you, kid."

"I don't think you should fly there," Max advised. "You still look a little delirious."

"I'll take care of it, Mr. Tennyson," Kevin said, walking over to Anna. "I'll fly us back to base."

"No, no," Anna said, smirking, as a car barrelled down the road. "I already called someone." The car screeched to a halt as Anna waved the driver down. A lady with orange eyes, a small jewel on her forehead, dark complexion and wild black, chin-length hair in an asymmetrical bob cut rolled down the window. Her body was adorned with numerous tattoos resembling tiger stripes, with two bengal cat like ears popping up from her hair. Ben assumed the lady was an Osmosian too. She had a look that screamed ' _not this shit again.'_

The lady frowned deeply. "You overdid it again, huh."

"Yep." Anna gave a coy smile.

"Well, at least you didn't die," Sienna said, opening the door for her. "You're lucky I picked up Kylie earlier."

A girl with green stripes her black hair awkwardly greeted them from the backseat. "Hello!"

Ben paused. "Huh."

"I didn't know Anna was married," Ruby said.

"A lot of people don't, kid," Sienna said as Anna got in the car. She turned to Kevin. "Now, as for you...uh...I actually don't know if we'll have room for you."

"It's fine. I'll fly close to the car," Kevin told her, before glancing over at Ben and Ruby. "Well...I suppose this is goodbye for me."

Ben smiled. "It was an...interesting summer, Kev."

"Hope you get the help you need," Ruby added sincerely.

Kevin chuckled. "I'll see ya around." And then, he took off, soaring through the sky with ease.

"We're all stuck with the same alien business," Anna said, her head popping out through the window. "You'll see each other soon enough."

"Bye weird lady!" Ben called out as the engine started.

" _You little shit!"_ Anna shouted as the car drove away.

The group watched as Kevin flew away with Sienna guiding him. It was rather poetic, like watching someone leave a toxic relationship forever and enter a brighter, newer chapter that would be healthier for him in the long run.

They just hoped it would last.

* * *

Gwen's hometown wasn't that different from Bellwood- lots of towers and commercial buildings, a few malls and tourist attractions, a school system and suburbs in- and outside of it. It was a bit bigger that Bellwood, with much less forest, but it was still an uncanny resemblance.

"So, you live about two hours away from each other?" Ruby asked as the Rustbucket rolled down the highway. So far Washington state looked like a weird mix between desert and forest, and she had heard that the west coast of it was downright Mediterranean. She had always lived in the moderate climate of her little Oregon town, and while she loved the forests surrounding it, it didn't beat perfect beach weather.

"Pretty much," Ben said, shrugging. "Doesn't mean we get together often."

"Considering we once stopped talking to each other over a stick of gum, it's justified," Gwen snorted. She was calmly put quickly packing anything she forgot. Her magic book was the last thing out, and she hid it in her backpack as best she could.

A few minutes later, the Rustbucket rolled to a stop in front of a large two storey house. Ruby and Ben stared at it, flabbergasted; it was supposed to house a family of four, but why did it have to be so big and bland looking? Ruby was especially jealous, seeing as her house was essentially a glorified cabin. (A rather nice one, but _still.)_

Gwen quickly said her goodbyes to Max, giving him a big hug and sneakily wiping away a tear. She put her backpack on and turned to Ben and Ruby. "So, this has been… a summer."

Ben snorted. "That's one way to put it."

"At least it wasn't boring," Ruby offered sheepishly.

"Yeah, it was actually really exciting," Gwen said, smiling softly. "Not sure how I can go back to being, well, normal. It's gonna be _weird._ "

"Well, weirdness is in our blood," Ben pointed out. "If you can tackle magic and a genocidal maniac, you can handle normal weirdness."

Gwen shook her head, laughing softly, before pulling Ben and Ruby into a hug. They returned it, and the three of them stayed like that for ten seconds before Gwen pulled away, declaring, "We'll stay in touch. I still have so much to learn."

And then she marched out the door, coming back home.

* * *

The Rustbucket quickly passed Olympia and rolled along to Seattle, Bellwood not being too far from the seaport city. Ben, Ruby, and Max talked and joked for the entire two hour drive, just like they always did. But Ben still felt that sense of dread that had plagued him over the last few days. The end of summer always sent him spiraling, but saying goodbye to Ruby? That made his throat close up and his eyes hurt in ways it never had before.

Another wave of sadness came over Ben, and it took all his willpower to look and act normal. He got most of his strength back just as Max ended his short phone call. "So, that was Taiyang," Max began.

"What does my dad want?" Ruby asked curiously.

"He's doing some work at the Bellwood headquarters," he explained. "He wants a status update on what happened with Vilgax earlier. Anna already sent in her field report, but he wants one from me."

Ben raised an eyebrow. "Does he even have the authority to do that?"

"When it concerns his daughter? Yes." Max shuddered. "Not looking forward to that…"

"Yeah, I don't want to be in the blast radius of that," Ruby mumbled darkly. Her eyes narrowed, like she was remembering something distasteful.

"Oh, you two don't have to worry about that," Max reassured them. "There's a big carnival in Seattle. I can drop you off there for a few hours while I go deal with Taiyang. Normally I wouldn't, but you two have been handing worse all summer; I figured something like this would be easy for you two."

"Thanks Grandpa/Mr. Tennyson!" Ben and Ruby chirped as they excitedly chattered about what they would do at the carnival. Max smiled at them through the rearview mirror. There was a sad sort of fondness in his gaze; he would miss these adventures with his kids, watching them grow and learn together and becoming fast friends. But all good things had to come to an end, and he hoped that a few hours of peace would be a proper sendoff.

Seattle was home to numerous tourists attractions, but Ben always looked forward to its annual end of summer festivals. Art fairs, movie screenings in graveyards or in makeshift drive-in theaters, and the huge carnival that kicked everything off. He hadn't been able to fully enjoy everything- he would never admit it to anyone, but he did secretly enjoy the art fairs and movie screenings of obscure films the few times he went to them. But like any other kid his age, he would always enjoy the roller coasters and rigged games and the greasy food that always came with carnivals.

"Okay, so, whatcha wanna do first?" Ben asked. Max had given them plenty of money for tickets, the pink papers stuffed into the pockets of his cargo pants. Ben wasn't sure where Ruby was hiding her tickets, and he suspected he didn't want to know. "I'm pretty sure we're both tall enough to ride some of the rollercoasters-"

"Let's do that, then!" Ruby exclaimed, bouncing on the balls of her feet. "We go on a couple of rides, maybe see some of the booths, and eat later. We're here fairly early, so the lines shouldn't be too long."

And they weren't. At most the two of them had to wait ten minutes to get on a ride, and luckily they were tall enough to get on most of the high intensity ones. First was the Aftershock, a 191 foot metal monster that pulled you backwards until you were staring straight at the ground from skyscraper levels, and then gravity took you down at 65 miles per hour through breathtaking loops and curls. And then you were pulled up the second tower, staring right at the sky, before being sent backwards at the same speeds, going through the motions once more. They left the ride with messy hair and wild eyes, hungrily searching for the next thrill.

The Corkscrew was equally fun: as they went out of the station, Ben and Ruby's car climbed 70 feet high, staring right at the sky, before taking a short dip… which then turned around and descended into a devastating plunge. They were whipped around one more turn, going upside-down through the double corkscrew, and then they were brought back to the station, delightfully dizzy and disoriented.

The Timber Terror was the only air coaster at the carnival, and it proved to be Ben and Ruby's favorite ride. The left the loading station and went up the first hill, going up 85 feet. They turned, making the first drop in the chain of hills, and a familiar sensation of weightlessness came over them, making both children scream in delight. They screeched throughout the entire ride and even through the Terror's crushing 360-degree turn, only quieting down once they were safely back in the loading station.

They went back on all three rides until they were halfway out of their tickets. Hair windswept, throats aching in pain, and eyes shiny and bright, the children stumbled to a table in the dining area, looking over the new pictures on their phones.

Finishing her lozenge, Ruby said, "Okay, not many pictures here, but what few we do have look great."

"Good thing too, we still have a few hours left before Grandpa picks us up." Ben quickly counted out his tickets before shoving them back into his pockets. "Wanna eat now or hit up some game booths?"

Ruby put away her phone. "Game booths please! I'm always pretty good at the gun games."

"I'm pretty good at ball tosses and dart games myself," Ben said, his smug grin matching Ruby's.

"Oh, this I gotta see," Ruby jeered, already standing up.

And she did see. Ruby watched, goggling as Ben easily threw heavy balls at jugs, tossed bean bags into tiny holes, and toss darts at moving balloons. By the end of it, Ben had a bag filled with stuffed animals and other toys. He fished out a bright blue monkey with long arms with Velcro on its hands. He quickly looped it around his neck so that the toy settled against his chest. He then took a selfie and sent it to Ruby.

She didn't look at her phone when it pinged. She just stared at him. "What the absolute hell."

Ben smirked. "What can I say? I'm just lucky."

"You've got some weird devil's luck, more like," Ruby grumbled. She brightened up when she saw the shooting games. "Now it's my time to shine!"

"You already do that in battle," Ben said, but Ruby didn't hear him as she dragged him over. From there she dominated any game that used a gun or shooting style implement. In just half an hour, she too had a bag filled with stuffed animals and toys.

"As usual, you impress everyone," Ben declared as they left the game area.

"I aim to please," Ruby said smugly. "So, how many tickets we got left?"

"Enough to try out a few things," Ben told her. "I heard they got Kool-Aid donuts here, I can't not try one."

"Think they got deep fried Oreos?"

"Can you cool it with the cookie addiction?"

"Never!"

By the time they were done, it was dusk. Exhaustion laid over them like an oppressive cloud, but adrenaline still coursed through their veins. They sat on a bench near the pickup site, their bags on the ground. Ben had his head thrown over the back while Ruby set her legs on his lap, leaning her shoulder into the blue plastic back of the bench. The screams from the rollercoasters and the music from the carnival became background music as the sky slowly turned into a brilliant painting: the yellow and red ball of the sun turning the clouds dusty pink, right before the sky turned dark blue and purple, the starlit night rapidly edging them out.

"I'm really gonna miss you," Ruby said, her voice practically a whisper. Ben turned to her and looked into her wet, half-lidded eyes. "People don't normally like me, you know? Like, they see Ruby Rose as this awkward, snarky, introverted little girl and compare her to her much more likeable sister. Most of the people who tried to be my friend only did so to get to Yang. And the few that didn't eventually didn't want anything to do with me anymore. You're the first person who liked me for me and _stayed."_

Ben swallowed heavily, blinking rapidly. "I… I don't really have friends back home either. I'm nice to people and they're usually nice back, but I wouldn't call them _friends_ , you know? I used to be bullied pretty badly- Cash and JT bullied everyone, but I was their favorite target. It didn't really stop until Cash was held back and JT transferred to another school. Cash mainly picks on the kids in his grade now, but I don't want to be friends with the kids in my school." Ben took a deep breath to stop his tears from spilling over. "I don't- I don't want to be friends with people who used to watch as I was beat up repeatedly, who tore up my homework and who put cruel notes in my backpack- some of them used to _laugh-"_

Ruby gently touched his shoulder and whispered, "Hey, breathe now. In and out, in and out- match my breathing, okay? You got this." They did that for a few minutes, Ben calming down and discreetly wiping his eyes as Ruby rubbed soothing circles into his shoulder, only stopping until Ben's breathing was back to normal.

"I'm sorry you had to go through that." He was relieved to see that there was only sympathy in Ruby's gaze- Ben wouldn't have been able to handle it if she pitied him. "My sister always threatened anyone who ever hurt me, so at least I had a bodyguard. You didn't even have that."

"This isn't the crappy life Olympics, Ruby," Ben stated. "What happened to you… it isn't less than what I went through, ok?"

"Ok."

"Anyway, I don't want anything to do with the kids in my school, or the teachers." Ben grimaced. "I think they knew Cash and JT were bullies, but they never caught the two of them being anything other than nuisances, they were smart like that. And JT's mom was on the school board, she could have smoothed over any problem."

"Ugh, nothing worse than bullies with connections," Ruby said, rolling her eyes in disgust. "I'm glad they're out of your life now."

"Well, Cash still makes an appearance, but I can run away from him now," Ben said, smiling lightly. "But I've sort of developed this prickly exterior at school so no one could hurt me. And no one does anymore, but it's lonely." He took Ruby in the eye. "So, what I'm trying to say is, you're the first person who saw through my bullshit and decided to be my best friend despite that. So, thank you, Ruby Rose."

Silent tears slid down Ruby's face, and she sniffled softly. "You're my best friend too, Ben Tennyson. I never want to forget this summer."

"Me too."

A familiar car horn sounded, and Ruby hastily wiped her face as Ben grabbed both their bags. They entered the RV and sat down, too exhausted to speak. The RV was entirely silent as they rode through the darkened highway, the bright lights of the street lamps cutting through the RV like slashes from a knife.

All too soon, they were outside the Bellwood headquarters. Ruby had long since been packed, and all her bags were already being tucked away inside Taiyang's bright yellow car. Ruby said her goodbyes to Max, sniffling lightly as she let go, and then she turned to Ben, silver eyes bright.

"We've already added each other on all our social media," Ruby said, smile quavering.

"You'll have a hard time trying to get rid of me," Ben said, his voice cracking slightly.

"Wouldn't dream of it," she said before pulling him into a hug. They embraced tightly, the kind of bone breaking tightness that spoke of too many untold feelings, that desperation that only came when the book closed, signalling _that's it, the end._

And too soon, they let go. They smiled at each other once more, and just like that Ruby was gone, the scent of roses lingering where she once stood.

Max drove Ben home, and they said their goodbyes, with Max promising to visit soon, at the latest Christmas. Ben entered his house to see his parents, still up and happy to see him. They hugged and laughed and smiled, Ben leaving his luggage at the front door, his father saying, "We'll get to it tomorrow, you have school in the morning."

His room was the same mess it always was. His new backpack was filled with binders and papers and pencils. He took out his phone and his charger, plugging it in and watching his nearly dead battery regain charge.

He saw his lock screen: Ben and Ruby smiling while at a campsite, huddled together in the slim frame.

Ben closed his eyes and finally let himself cry.

* * *

The next morning, like many other school mornings, was filled with frantic energy and the apathy Ben had for school. It may have been his last year of elementary school, but for him, it was just another day of socially acceptable prison. And considering everything that went on yesterday? Yeah, he was more of less dead on his feet.

Stifling a yawn, Ben wished he was allowed to drink coffee. He had to settle for a small cup of green tea- it tasted nasty, but there was a small amount of caffeine in it, and his mother didn't notice him drink it. Ben couldn't eat much in the mornings, instead settling for easy to digest smoothies and a small drink. A small cup of hot tea wouldn't be something Sandra would notice.

Dressed in brown cargo pants, bright green t-shirt with black sleeves and a white 10 emblazoned on his chest, he was more of less ready for school. His hair was messy and fluffy, but whatever, bedheads were always popular. Dragging his green and black sneakers on the ground, he made his way inside the white brick schoolhouse, dodging teachers and wincing as children screamed, excited to see each other after such a long summer.

Ben could already feel normalcy settling in, which was weird, because he was still jazzed over his supernatural, explosive summer. It was hard to go back to the swing of things, and yet there was something so easy about it too. He couldn't put a name on the feeling, only that it was bugging him.

But in the end, normalcy had to win out. Ben looked down at his watch. _Looks like I won't be using you for much anymore_ , he thought sadly. He quickly stopped in front of a bulletin board to look for his fifth grade class, trying to find where he'd be going for his first day. Most likely his new classroom and then the gymnasium for the yearly welcome back speech, but sometimes they changed it up.

"So, where are we going?"

Ben's head shot up. He turned around.

He took in short, choppy black hair that went from a black to red gradient. Silver barrettes held back her hair, revealing a small heart shaped face and big silver eyes. She wore a black long-sleeved shirt under a dark red jumper dress with two fuzzy pull strings and black knee-length boots.

"Ruby!" Ben cried out, beaming.

Ruby grinned as she flash stepped over to him. She wrapped her arms around Ben (in an iron grip, no shock there) and giggled. "Hiya!"

Ben's mouth hung open in that dopey way Ruby found endearing, and his arms awkwardly began to wrap around her waist. "I...I, what? What are you doing in Bellwood?"

"Wellll," Ruby drawled, "turns out my dad's got some work to do here, so here I am! Dunno how long I'll be here though."

"In school or in town?"

Ruby chuckled. "Now, isn't that a fun question?"

* * *

"Hey... _hey!"_

Ben blinked.

"Kid, kid, look. I didn't ask for an essay about what you did on your summer vacation," the grump huffed, taking a swig from his flask. He had spiky black hair with some gray in it, dull red eyes, and some stubble along his jawline. Along with a red, tattered cloak, he wore a gray and white dress shirt with a long tail, black dress pants and black dress shoes. "Specially one that happened years ago. I just need to know what happened to you earlier."

Ben blinked. He'd gotten so lost in the moment. He had to remember where he was and what he was doing. No, he wasn't a ten year old on a road trip with his best friend. He was a sixteen year old boy with stress. Lots of it. And most importantly, he was being interrogated in a dimly lit room.

"Right, right," Ben said, nodding. "I was attacked by a crazy scorpion dude."

The grump took another swig and smiled. "Now that's a story I'm willing to listen to."


	25. There Stood a Raven

12 year old Ben Tennyson knew summer was only a few weeks away, but quite frankly he didn't care. He was tired and sweaty all the time thanks to soccer practice and sparring practice (not to mention puberty, that horrific disease). Middle school in general was full of unnecessary drama, and add in Ben's status as a superhero and he was _stressed out_.

In came 12 year old Ruby Rose with a fantastic idea; a camping trip to the nearby woods. It was nice outside, and it was going to stay that way all weekend. So why not take advantage of that?

They left immediately after school and made their way into a deep part of the woods, something they were sure they could handle (seeing as they often handled monsters and aliens on a regular basis). By the time they reached their planned campsite, it was starting to get dark. They set up a quick fire (fuck yeah, Heatblast) and decided to get to eating.

"So, where's Yang tonight?" Ben asked as he stabbed a hot dog on his cooking fork.

"Her arm needed to get some measurements, since she's growing and all." Ruby smiled as she assembled her perfect s'more. "Shame. She would've loved to come. We haven't gone camping together for a looooong while."

"I thought you two were outdoor girls," Ben snickered. "What happened?"

"Well, Yang's just been busy and stressed. High school is crazy, you know."

"Bullshit!" Ben, sweet summer child that he was, exclaimed. "Nothing can be more toxic and horrible as middle school."

"I agree. She's always been dramatic," Ruby said, rolling her eyes. "And she says _I_ act like mom."

Ben paused. Ruby rarely brought up her mother. Usually when she did, it was in a quiet moment right before or in between battles.

"Hey, Ruby," Ben said quietly.

"Yeah?"

"...can you tell me about your mom?" he asked.

Ruby held her breath; she knew mentioning her mom would lead to this conversation, and while she felt ready to talk about her, it was still hard to get the words out.

"Her name was Summer Rose," Ruby said, after a long pause. "And she was, like... Super-Mom: Baker of cookies and slayer of giant monsters."

"Wow, you are her kid," Ben said, shaking off his slightly burnt hot dog.

"I barely remember her, to be honest." Ruby blushed, rubbing the back of her head. "But I remember the stories Yang and uncle Qrow told me. Both of them called her the Hero of Beacon a lot. She was really famous around there...she led Team STRQ, with my dad, my uncle and my aunt...or, something. I dunno, I feel wrong calling her aunt."

"Oh, is she the one that disappeared?" Ben asked.

"Yeah, that's her."

"Awkwardness noted," Ben said, biting into his hot dog.

"Summer Rose used her enemies' egos against them. They saw this little girl and underestimated her each and every time, but she was absolutely relentless. She was always the first to help, though. First to volunteer on a search and rescue. First to divvy up and share rations with others. That being said, she wasn't perfect. Sometimes she faltered. But, she was a queen, and was strong, and brave, and she loved us. And then one day she left for a mission and never came back," Ruby trailed off staring into the fire.

Ben felt the silence hit him like a punch to the face. He knew he had to change the subject immediately.

"...got anymore stories about her?" he asked.

Ruby smiled, easing Ben's worries a bit. "Well, there was this one time she managed to take down a Goliath..."

Ben and Ruby had drifted off a while later, just talking about whatever came to mind. Ruby had shared quite a bit of info about Summer, and now Ben had a perfect image of Summer in his mind; literally Ruby as an adult. Maybe with longer hair, and a bigger scythe.

Of course, something else crossed his mind, as he laid in his sleeping bag.

"...bathroom," Ben said as he sat up and ran deeper into the forest.

ONE BATHROOM BREAK LATER -

Ben sighed as he used hand sanitizer and shook his hands dry. And then he realized where he was. This was _way_ deeper than he needed to go, and he didn't know why he didn't just go like a few feet from the campsite, but...curse his stupid puberty ridden brain. The darkness of the forest was really starting to skeeve him out...

"Everything she said about Summer is true."

Ben didn't expect to hear that from out of the dark. More of a "I'm gonna kill you, Ben" or an animalistic growl or something. Not the soft spoken voice of an older woman.

"She was... _fantastic_. In every sense. It's incredible how alike those two are."

Ben looked around again; he still couldn't find anyone. The voice echoed around him. "They have that same spark in their eyes, too. It's haunting. It's like she came back for a second chance to fight her..."

Ben heard the flapping of wings, and a thud on the ground. "Can you protect her?"

Ben turned around to see a woman in a Grimm mask, staring right at him. She wore a complex outfit, probably a Huntress outfit; it consisted of a shallow cut black and red dress with black shorts underneath, with a series of beaded necklaces and a wide belt that wrapped around her waist and carried her weapon's sheath. Attached also was a long black object that was either fur or feathers (Ben couldn't tell in the moonlight), with a red and white bandana hanging from behind her. Her forearms had red armored gauntlets that protruded outwards and solid black gloves. She wore black mid-thigh high leggings with red splatter patterns and black heels.

"What?"

"Can you protect her?"

"I mean, yeah, but can't she fend for herself?"

"She can. But she won't always be able to."

"Who even are you?" Ben demanded, reaching for the Omnitrix. "What, are you her stalker?"

"I'm just someone that's worried. That's all," The woman answered, drawing her blade. "Now, please...show me you have what it takes."

"W-what?"

"Use the Omnitrix, kid." The woman had fully drawn her scarlet blade. "I know who you are."

Ben was intimidated, but he slapped the dial on the Omnitrix down anyway.

Ben raised his arm as a bulb grew out from his hand. He raised his other arm out for the same to happen. He continued to round out his body, before he slammed his foot down on the ground. "Let's go, lady!" Ben ran at her to body slam her into the ground, but she quickly dodged the slow Cannonbolt; Ben flopped onto the dirt but quickly reacted by curling himself into a ball and rammed the woman into a tree.

Ben knew she'd be alright. She was a huntress, she had aura. But what he didn't expect was for the woman to be nearly unscathed. "Ow," she said dryly as she kicked Ben off of her.

Ben growled as he launched himself towards the mysterious foe. The lady blocked the alien with her sword, and overpowered Ben with a powerful slash that made him crash into a tree.

"Maybe I gotta tire her out before I can get a few good hits in," Ben muttered as he shook his head. He returned to his sphere form and barreled through the forest, kicking up dust and dirt into the lady's mask just to piss her off. The lady frowned behind her mask; she honestly was expecting more, but chased after Ben anyways.

Despite Ben leading most of the chase, the lady was fast enough to catch up with him. Ben made a quick u-turn to speed at her and quickly uncurled his ball form for a quick claw attack; the lady dragged her weapon back and forth, deflecting the onslaught, and then lashed out towards the alien with a mighty swing of her sword, sending him back. She quickly retracted her weapon back into her sheath and drew it again; the blade was longer this time, and a menacing shade of blue...

Ben blinked for a second, and the lady was gone. Then he blinked again, and suddenly a sword was slashing right through him, freezing him solid.

The woman drew her blade and sighed. "Perhaps I was wrong. You can't-"

"Yes...I...can!" Ben's arm broke free from the ice, and slapped down the Omnitrix symbol. Metallic skin formed around his left forearm, as his form shrank down and broke free of the ice.

"Interesting," she drawled as she drew her blade again. Clutching both hands together, Ben ran at her and jumped up into the air, swinging his hands downward so he hit the ground. The lady jumped back and drew her blade, this time green. She slashed the air a few times and conjured up a gale that knocked Ben back into a tree.

 _Big mistake._ Ben grinned as his back made impact with the tree. In a flash of green there were two Slapbacks on the ground.

"What the-"

"Hey, you know what they say," The clone taunted.

"Two is better than one!"

The two Slapbacks ran through a barrage of air slashes, not needing to block them due to their increased weight. The woman hissed as they got close to her; she swung her sword at one of them, but it was ineffective. Her sword made a dull "THUNK" against Slapback's form, and suddenly the second one was jumping on top of the other one and punching the lady in the face, shattering her mask.

The woman dropped her weapon and stumbled back, clutching her face.

"Aw, don't worry about that," the first clone said, holding her sword.

"Getting a minor concussion is pretty much expected when you face off against this alien," the other quipped, sporting a shit eating grin.

The woman dropped her hands. The aliens stared in open-mouthed shock as they finally got a good look at her face. She had long black hair, red eyes...and a face that looked just like Yang's.

"Oh," she said quietly. "So you saw it."

"A-are you-"

"Maybe. Maybe I'm just some figment of your dream," the lady proposed.

"Uh, I know I'm not dreaming," the clone scoffed. "I think it would be pretty obvious, then."

The woman smiled knowingly. "If you were dreaming, could I do this?" She snapped her fingers; a lightning bolt suddenly struck the ground where the two Slapbacks stood, knocking them back. The two shared a confused glance before looking around.

"Where did she-"

"Or do this?" The two looked up to see a simple corvid flying above them...before the bird transformed into the woman and clasped both of her hands together; an icicle formed in her hand, and in a quick flash of light, that icicle became a massive katana. She smashed it into the ground, spreading ice across the floor, once more freezing the Slapbacks solid.

"You..."

The woman smiled. "Like I said, you're dreaming."

Ben once more broke free of the ice and slapped down the Omnitrix. Antennas grew from his head, as a tail with a plug grew from his back side. Plugs formed on his fingers, as his body elongated...

"Well, if I'm really dreaming," Ben said, now Feedback, "at least lemme fool around with this guy!" He ran forward, grinning madly.

The lady smiled appraisingly. "You certainly keep me on my toes." She sent another lightning bolt down from the sky, striking Ben on the spot this time. Ben yelped in pain, right before cackling madly. The woman raised an eyebrow in confusion as Ben's hands charged up with electricity.

Ben grinned. "I don't call this guy Feedback for nothing!" Electricity sparked around him just as blue energy swirled around the mysterious lady, charging her own final attack.

Ben shot first, releasing the strongest blast of electricity he could conjure up. The lady countered quickly with an opposite blast of magic, as the two beams collided and-

"Ben! Wakey wakey, eggs and bakey!"

Ben's eyes opened up as his nose detected the scent of bacon sizzling over a pan. "Geez, and you call me a heavy sleeper," Ruby teased as she finished scrambling their eggs.

"Sorry," Ben said, rubbing his eyes. "Just had the _weirdest_ dream. I fought against this weird lady that looked like your sister..."

"Dreams do that to people." Ruby shrugged and she handed Ben his breakfast. "Now eat up! I wanna go hiking later!"

Ben stared down at his plate of bacon and blinked. _Well, I guess that lady was right. It really WAS a dream._ He was going to shrug it off and start eating-

Until a raven perched in a tree branch caught his eye.

It looked exactly like the corvid in his dream. The raven was looking directly at him, studying him.

And then it flew off.

"Hey, hurry it up!" Ruby's voice snapped Ben out of his thoughts. "I wanna get moving!"

"Uh, right," he said, putting it out of his mind.


	26. Mending Burned Edges

The alien in front of him was big. Gruff. Had muscles a Tetramand would drool over covered by gray-green skin. There was a red scar over his right eye, but the eye itself seemed mostly intact.

He seemed like the type a guy you'd hire for a prison, or a club bouncer, or even a bodyguard. It was why his actual occupation was so funny.

" _You're_ a therapist?" Kevin asked incredulously. He was curled up on the floor, the therapist couch too small to accomodate for his larger form. He stared at the older man, his biceps nearly tearing the long sleeves of his white button up. His gray slacks barely covered his ankles due to his height, and his black Oxford shoes looked to be tailor made. Kevin noticed a sweater vest of all things laying across the desk chair in the far corner.

Kwarrel gave him a glare that would have made lesser men burst into tears. Kevin, who had lived through Psyhon's experimentations and fought a nigh-immortal Cthulu wannabe, glared right back.

"Believe it or not, yes," Kwarrel said, his voice low and gravelly. "Been one long before I got my certificates, in fact."

"What do you mean?"

"I was a prisoner in one of the Plumbers' jails for some time," Kwarrel explained. "It was one of those nicer prisons for people who did 'softer crimes' or who had sympathetic reasons for doing what they did. Not a bad place, but there were a lot of people who needed serious help. The prison had therapists, but they brought in new ones every few years, and not all of them were very good. Ended up doing the work for 'em a lot of the time. The Plumbers eventually noticed and helped me get the degrees and certifications needed to become a therapist. Even got out of jail early."

"...huh." Kevin leaned back and tried to make himself comfortable. So the guy had years of experience long before ever getting certified. Made sense why Anna and Sienna trusted this guy so much. But why was he acting as a therapist for a kid?

"You're probably wondering why I'm helping you instead of other prisoners," Kwarrel said. Kevin looked up at him in surprise. "It's written all over your face, kid. And I _do_ help prisoners, but every so often I help out folks like you."

"Like me," Kevin stated flatly.

"You think you're the only person who suddenly found themselves turning into a monster thanks to experimentation?"

Kevin wasn't sure what to say to that. "Pretty sure that only happened in movies."

"In this world, you gotta remember to keep an open mind."

...yeah, okay, fair. Kevin leaned back against the therapist couch- or what little he could safely rest on- and asked, "So, how does this work? You ask me questions and it somehow unlocks my level ten backstory?"

"It could," Kwarrel said, "but that's up to you. I'm here to listen and help you get through whatever issues you may have, but you have to tell me what those issues are."

"I thought you already knew?"

"I know what Anna and Sienna told me," Kwarrel confirmed, "but it was clerical. I'd rather hear it from you."

Kevin stayed silent, slightly curling in on himself. He knew he needed to talk about his past, his traumas, his vigilantism, if he wanted to get better. But something inside him screamed against that, making the words stick to his throat, choking him.

"...well, if you can't right now, we can talk about something else," Kwarrel said, his voice gruff yet gentle. It was such a contrast that Kevin relaxed despite himself. "How have Anna and Sienne been treating you?"

"Really well," Kevin answered, smiling slightly. "Anna visits everyday and tells me about her classes- I didn't know she was a college professor."

Kwarrel smiled at that. "You wouldn't be the first. Anna's always been close to Plumber business, so it's easy to forget that she's a part-timer. She's most active during the summer, but every so often she's called in during the school year. Mainly when things are so FUBAR that _not_ calling her in would be suicide."

"How'd she get so good at her job?" Kevin asked curiously. "I mean, her powers make her hypoglycemic, that's not something you can ignore."

"It takes a while before the hypoglycemia kicks in, and Anna can turn a small city into a necropolis before she starts feeling dizzy," Kwarrel explained. "Battles of attrition can cause her serious damage, though."

Kevin nodded, remembering how Anna fought over the summer. "So, that's why she's a part-timer? I didn't know cops could do that."

"The Plumbers fluctuate between space cops and space FBI, and yes, we do have part-timers and reserve corps," Kwarrel said. "Anna's situation isn't unique, especially since she's a professor at Miskatonic University."

"You mean that Ivy League school?" Kevin asked incredulously. "What is it, a Plumber recruitment site?"

"It started out as a sort of refugee camp," Kwarrel explained. "Aliens would hide there for one reason or another, and if they decided to stay on Earth, they'd learn about Earth cultures and other subjects while officers would find them new identities and homes and work. It eventually expanded so it could become an accredited university, but aliens still often go there if they want an Earth education, or if they want access into the Plumber program."

"Holy shit. How many more universities are like that?"

"Too many to count," Kwarrel said, smiling. "Anna and Sienna were both part of the Plumber program when they attended, but only Sienna works full-time for the Plumbers. Anna does some work for the program during the school year, but she's mainly an English professor."

"Anna never told me any of this," Kevin murmured, leaning back heavily. He could feel the couch creak dangerously beneath him.

"Anna and Sienna have always been tight-lipped," Kwarrel said, shrugging. "There's a reason why so few people know they're married. I wouldn't take it personally."

Kevin kept silent, contemplating. He thought about his time with Anna and how much he knew about her. He thought about how little he knew of Sienna and even Kylie- they visited him pretty regularly, and Kylie was friendly enough, but he didn't know much about them, did he?

 _(Did you ever ask?)_

"...how are they as parents?" Kevin asked, staring at the ground.

"Kylie seems pretty happy with them, so I'd say they're pretty good," Kwarrel said. "Is there a reason why you're asking?"

Kevin took a deep breath, and slowly, he began to talk.

Eva Levin hadn't always been a victim. She had a brightness to her that always seemed to light up a room, or at least, that's how it looked to Kevin. She had a warm smile and liked to give hugs, and she was always kind and gentle, which was perfect for her job teaching elementary students. Eva had loved Kevin with all her heart, but there was no doubt she was madly in love with her husband, Devin.

From what little Kevin could remember about his him, he had been a good man. An officer of the law, he had represented love and stability in the way only good fathers could. No matter how tired he was, he always made time for Kevin. He had dearly loved his wife and Kevin could never remember them arguing. Devin worked long hours and was away from home a lot, and Eva would naturally worry about him, but then Devin would come home and the worries would fade away for the time being.

One day, Devin left for work and never came back. And Eva collapsed.

There were days that Eva just couldn't leave her bed. Kevin, at six years old, had to learn to fend for himself- getting up for school, cooking for himself, laundry, almost everything. Some days Eva was up, puttering around as she lethargically helped Kevin get ready for the day, but it was like she was on autopilot. Her dark eyes, normally so bright, looked dead.

Eva had been a school teacher when Devin had been alive, but she lost her job after her breakdown. Devin's life insurance kept them afloat- and from what Kevin could glean it was a large amount of money- but it wouldn't sustain them forever. But for nearly a year they were set while Eva wallowed in grief, her son running around on shaky legs to pick up the pieces.

(Kevin had grieved, of course. He had raged and cried and _begged_ for his father to come back, for his mother to return to normal, to stop staring at nothing and actually _be a mom-)_

(But nothing worked. Kevin was alone. At seven years old, he already had concrete walls around his heart.)

Eventually, Eva picked herself up again. She started to wash and brush her hair. Wear nicer clothes. Put on the weight she lost. She _smiled_ and went out in public.

Kevin could only wonder how long it would last.

"Must have been hard for you," Kwarrel stated. "Being so independent at such a young age."

Kevin shrugged, already drained. Just that much left his mind a listless mess. "It is what it is. We didn't have anyone but each other. If dad had any family they didn't come to the funeral, and mom's family never approved of him anyway. Dad had lots of work friends, but none of them stuck around long enough to help us."

"So it must have hurt when your mother abandoned you like that."

Kevin wanted to protest… except he couldn't. Because that's what Eva did; she barely had any physical presence during that year, and mentally? He let out a laugh, a harsh, bitter sound that almost sounded like a sob. "Yeah, it really fucking did."

"How do you feel about it now?"

"Numb. Mostly? I don't know."

"It's alright to feel that way," Kwarrel reassured him. "Feelings are hard for adults to handle, and the fact that you're talking about them? You're already a step above most grownups."

Kevin could give a weak chuckle.

"Well, our hour's almost up. Is there anything else you want to talk about?"

Kevin closed his eyes and shook his head.

"Alright then. I'll see you Wednesday, same time."

Anna and Sienna had insisted, in no uncertain terms, that was going to get an education goddamnit.

Anna had gotten him a refurbished laptop and signed him up for online schooling. The laptop came with a special keyboard and touch screens that he had to plug in because, well, he didn't have proper hands. At least he could hold the textbooks relatively easily.

Sienna and Kylie had brought him school supplies, stuff he could easily use when he had human hands again. A Batman backpack that was spacious and for little kids but which Kevin secretly adored. One and a half inch folders and three subject notebooks, all of them color coded for each subject. Mechanical pencils and their wooden counterparts. Cheap black and blue pens that everyone had. Everything was a mix of dollar store and genuinely good quality, which brought Kevin a sense of familiarity. Harvey had despised paying for Kevin's things, so Eva had to use her own money to buy her son clothes and anything else he needed. Eva would wake him up early for the Labor Day weekend sales and get anything he would need for school, and whatever they couldn't find they went to the dollar store for.

His normal school supplies stayed in his backpack in his temporary room. It was a fairly large space made to accommodate his large size. It was painted in shades of gray and white, a large window and balcony bringing in much needed light and fresh air. His bed took up a third of the room, and his desk was a large thing that was connected to the farthest wall. His closet was small and empty save for his backpack and textbooks. He had a dresser with a few things in it, but he rarely opened it.

Kevin's room was sterile. Clean. Temporary. Kylie often chattered about how Anna and Sienna were fixing up his room in their home, how Kylie picked out his bedsheets and towels, how Anna was painting the walls herself as Sienna slowly picked out a bed frame and a desk and any other furniture. It made Kevin _ache_ , because these people _cared_ about him and wanted him to be _happy_ and they were _going out of their way to make that happen._

(Too often a voice in his head told him, 'they're lying. They don't want you, they're gonna rip the rug right from under you.)

(Kevin did everything he could to shut that voice up, but sometimes-)

Sienna and Kylie visited three times a week. Kylie often complained about school and talked happily about her friends- someone called Weiss taking over the narrative more than once. Sienna would ask him how therapy was going, how were the accommodations, was he getting enough to eat, was he going outside everyday?

It was… weird, having Sienna mother him. She didn't try to hug him or coddle him, but she was clearly looking out for him. She would bring tea and board games, the two of them sitting in near silence as they played. Sometimes Sienna would talk about her work, what she did for the Plumbers and how a case was going.

"Why did you choose to join the Plumber anyway?" Kevin asked one day, a warm mug in his hands. The tea was bright pink and tasted sweet and tart- hibiscus flavored, Sienna said, Anna's favorite. Kevin sort of liked it too.

"Honestly I almost didn't," Sienna admitted. "The Faunus are a minority that is very heavily discriminated against- I wanted to fight for our rights, our freedom. I joined the White Fang when it was a peaceful organization, and for a while, it worked. We were slowly gaining respect from humans and aliens alike.

"But progress was too slow for many of us," Sienna added darkly, "myself included. If the humans wanted to push us down, I wanted us to push back. I wanted them to fear and respect us. But so many of the White Fang wanted to destroy the humans, to wage war in the hopes of wiping them all out. That was something I _never_ wanted," she said vehemently.

"Is that when you left?" Kevin asked, ignoring his drink.

"I officially left when Ghira stepped down," Sienna explained. "He was our leader and was the one who wanted peace. I may have thought him naive and his methods weak, but he had a good heart. And he was the heart of the organization, whether he'd admit to it or not. But even a strong heart can weaken when against a tsunami of hatred and anger, and I do not blame him for retiring. I left as soon as he did, and many of our brethren left as well.

"Good thing too," Sienna said with a rueful smile. "I may have advocated violence, but only when necessary. Those that stayed in the White Fang grew as corrupt as its new leader, intentionally provoking and slaughtering innocent civilians. I'm so glad I left when I did." She took a sip of her cold tea and winced.

Kevin took a sip of his drink too- honestly, the hibiscus flavor tasted better cold, what was she so sour about? "So, the Plumbers."

"Right, right," Sienna said, setting aside her mug. "Not all Plumbers are exactly tolerant of Faunus or of any other race. You can't escape hate no matter what you do. But if there's one thing I can say with pride, it's that they'll take on almost anyone, regardless of who you are and where you came from. So when a large group of Faunus come knocking on their door, they did a thorough background check, tested our mettle, and let us into their ranks. I've been with them for some time now, I have earned the trust and respect of the right people, and I'm quite satisfied with where I am."

(Kevin wanted to ask if someone like him could ever join the Plumbers, to actually do some good with his life. But the words stuck to his throat, threatening to choke him.)

"Can you tell me what school was like for you, growing up?"

Kevin turned to Kwarrel, tucking his hands together reflexively. They were smaller now- his entire body was smaller, more humanoid, thanks to the weeks he spent talking to Kwarrel. It was such a relief, having a visible sign that he was making progress, even if he still had a long way to go.

Kevin hummed as he thought, the noise so quiet one could mistake it for something else. (It was something Anna did every so often, not that Kevin put two and two together.) "It was… school, I guess? Does anyone ever genuinely like school?"

Kwarrel huffed out a laugh. "You make a good point. I for one never particularly liked it, even as an adult. I was always more hands-on."

"Same," Kevin said, smiling. "I always liked the activities that made up learn with our hands. They were easier for me than just straight up book learning."

"Did your classes have lots of activities like that?"

"Depended on the teacher," Kevin admitted. "My last teacher tried to make us do more projects, but he had to stick with workbooks and the occasional video because the school board didn't see the value in hands-on learning."

"That's because the school board is full of people who were never teachers and treats the public education system as a corporate entity," Kwarrel explained. "It is, in layman's terms, absolute bullshit."

"One of the reasons why I hated school growing up," Kevin said. "I like learning as much as the next kid, but I hated the teachers and the other kids. The only reason why school was even bearable was because it got me out of the house."

"Why did you hate the teachers and other students?"

Kevin blew some hair out of his face. "I was a tall, skinny kid with a bad haircut and black clothing. Everyone labeled me a punk and a troublemaker and tried to start shit with me. The other kids eventually backed off once I scared them straight, but that didn't stop them from talking about me behind my back. Plus most of the teachers had it out for me, and they didn't see the bruises Harvey gave me, so fuck them really."

"That sounds like a toxic environment to be in," Kwarrel commented.

"You're tell me," Kevin huffed. "Nothing I could do about it. Mom couldn't afford a better school, and it wasn't like Harvey was going to help. At least the kids mostly left me alone."

"Did you go straight home after school?"

"Nope, I went to the nearest library to do homework and chill," Kevin said. "I may not be that booksmart, but I _do_ like learning. Though people did look at me funny when they caught me reading historical autobiographies in the adult section."

"You'd have to be ambitious to read those," Kwarrel said, impressed. "You have a favorite genre?"

The rest of the hour was spent hashing out books and TV shows and movies, the two of them complaining over terrible character writing and plot points or cheering over their favorite character and storyline. The appointment didn't leave Kevin drained like it usually did, but he still felt lighter, more...human, at the end. It may not have been professional, but Kevin still felt better about himself, and for that was a win in his book.

(Just as well: Kevin didn't want to go into how lonely he had been at school. Harvey's shadow wasn't there, but the other kids were monsters in their own rights, with cold eyes and barbed tongues. Add in uncaring teachers, and it was just another reason why Kevin had turned out as nihilistic as he did.)

(Kevin hoped things would get better. He really did.)

Harvey had been great at first.

When Eva finally started dating again, she seemed actually happy. Kevin hated the idea that his mother was dating, but at that point Devin had been dead for over two years. Maybe it was high time that Eva moved on. She still had her depressive episodes, ones so terrible that she couldn't get out of bed, but they became fewer and far between as soon as she met Harvey. So, for Eva's sake, Kevin grit his teeth and ignored any resentment that he could have felt.

And Harvey had been genial at first. He may not have been warm to Kevin, but he bought some clothes for him, helped him with his homework, made him lunch every so often. Kevin had thought that Harvey wasn't good or used to kids, so he was awkwardly trying to make up for that. He never begrudged the older man for that, especially since Kevin thought he was trying.

But then Eva would come home with bruises on her wrists. Or she would wince as she sat down, red marks on her back. Sometimes there was a red mark on her cheek, and once she had come home with a black eye.

It was then Kevin knew Harvey was a monster, and that any attempt at being kind was simply a lie.

Harvey had always been allowed into their home, and soon he moved in, despite how much Kevin protested. Eva didn't see the abuse for what it was: _I made him angry; if I hadn't done this; if I wasn't so sensitive; he's so stressed all the time; it's all my fault._ Kevin may have been too young to fully understand what was going on, but he could tell when his mother was forced into being a victim. But nothing he said got through to her, not even when Harvey started beating him too.

(It wasn't always intentional. Kevin would see Harvey punch Eva and he would just… get in the way. Stand in front of his mother like a shield and take the abuse himself. Harvey would kick him, punch him, throw him against the wall, but he would leave Eva alone for the time being. It made the punishment worth it, if Eva was safe.)

(Eva didn't always return the favor, though.)

"What's your school like?" Kevin asked Kylie one day. Kevin looked even more like a human now- half of his alien traits were gone, and he was much smaller and skinnier.

Kylie was dressed in jeans and a baggy green sweater- summer had officially bled into fall. Her Wonder Woman backpack was open at her side, and the two of them were doing homework together, with Kevin helping Kylie with her math while Kylie helped him with English. She looked up at him, frowning lightly. "Why do you want to know?"

"Because if all goes well, I'll be going to middle school next year," Kevin said, even as he frowned in distaste. Thoughts about school always did that to him.

Kylie snorted. "It's middle school. It's a fucking cesspool."

"Oooh, vocab word."

Kylie threw a wad of paper at him. "Shut up."

Kevin tossed the paper ball into the wastebasket and turned to Kylie. She was sharpening her pencil with her little pencil sharpener, still frowning. "Is it really that bad?" he asked hesitantly.

Kylie some some of her green-black hair out of her face. "Yes? No? Depends? Like, my school friends make it bearable, and I still talk to Weiss almost every day- she's basically the highlight of my day every time- but the kids there are just… _**ugh."**_

"Anna _did_ say that middle school is a transitional time for us," Kevin mused.

"Considering I'm still transitioning myself, I do get it," Kylie admitted. "But it's worse because you're growing up but you're still a kid and people still treat you like you're a dumb little toddler and everyone just seems so much dumber and louder," she ranted, cheeks pink from frustration. "And don't get me started on all the property damage and draconic rules, trust me."

"Yeah, that sounds really terrible," Kevin commiserated.

Kylie huffed. "Honestly, I'm considering going into online schooling until high school. Like, I'd have to wake up stupid early, but it'd have to be at least _slightly_ more bearable than middle school."

"Well, we won't know until then," Kevin told her. "And you'll have Plumber stuff to help with extracurriculars."

Kylie brightened. "Oh, true. Like I'm already doing that now, but it's all training exercises and stuff. In about a year or so I'll be able to do some actual field work, even if it's still in a controlled setting." She looked at him properly then. "Why all the questions? Do you wanna go back to school?"

"Nnnnno?" Kevin stretched out the word as his brow furrowed in confusion. "Being around other kids my own age would be nice, but to be honest I'm smarter than most of them and I legit can't be assed to be friendly to anyone when they're chronically loud and dumb."

"Good point," Kylie mused. "Your math and science scores are easily high school level. And while being around kids your own age would be a good thing, I can't see you tolerating middle school whatsoever."

Kevin hummed a bit, leaning back. "I guess I'll have to wait then. Who knows? Maybe I'll join you with the Plumbers."

"Dude, yes!" Kylie cheered, her eyes shining. "Maybe we'll be on a team together!"

Kevin chuckled. "Wouldn't that be something."

Kevin eventually learned that abusers demanded total control. Who their partner was friends with, where they worked, what they wore… every little thing was nitpicked and criticized and destroyed until their partner could only do what their abuser wanted them to do. Everything that made them _them_ was smashed apart and forced back together to fit an ill-fitting mold, and no one saw it until it was (almost) too late.

Which was why it was weird that Harvey let Eva work at all.

As a chief of police, Harvey made a good amount of money. Technically speaking, Eva didn't _have_ to work because her husband provided them with everything. But Harvey _**hated**_ having to spend more than necessary on Kevin, so when she started job searching Harvey was actually somewhat supportive. It probably helped that Eva was looking for part-time work that involved her degree, meaning that she would be home often enough.

She ended up becoming a substitute teacher; with how many schools there were in New York City, she would never be out of work. Her schedule would be erratic, but it was income that was completely in her name. And when Kevin convinced her to teach during the summer, he could only be happier. Kevin would see less of his mother, but they had their own money in case Eva wanted to escape Harvey's grasp.

(Not that she ever did, but it was a thought regardless.)

Kevin had been happy at first… but the days went on and on, and Eva and Kevin kept getting hurt. Harvey would stop for a time, getting Eva a gift and acting nice while ignoring Kevin's existence, and Eva would think everything was fine, things could change, and then it would start all over again. And Eva kept the cycle going, refusing to break free even as Kevin insisted.

Eva was stuck as a victim but didn't see herself as one. And Kevin was hopeless to stop it.

(And that was why Kevin had gone overboard with his powers. Because for once he had control over his life, his destiny, and he wanted to put it to good use.)

(It only drove him done a dark path.)

(But now- _but now-)_

When Kevin was fully human again, Kwarrel had wiped away his tears and hugged him fiercely.

The rest of the week was a flurry of packing and planning. Kevin would still be seeing Kwarrel once a week, just to ensure his progress. Kevin packed up his few things and waited impatiently for all the paperwork to go through. Anna had already told him that he would be staying with them for as long as he wanted, so it wasn't like Kevin had to go back to New York. He _**never**_ wanted to be around Harvey ever again.

(But what about mom?)

When Anna saw him, now fully human, she blinked a few times, her eyes wet. But she smiled softly, in that way that always made Kevin feel better, and said, "I always knew you could."

The drive home was short, but Kevin's impatience made time crawl. Anna babbled nervously about her work, how the others would be so excited to see him once he was home (Sienna knew he was being released, but Kylie was still in the dark), and about how his room looked. Kevin made noncommittal noises and took in the sights- Anna lived near Seattle, in a little town called Bellwood, with Miskatonic being a solid half hour away by highway. Bellwood was a decent sized town with San Francisco-like houses and buildings, with brightly painted trolleys like out of a story book.

Anna lived in one of the more modern apartments, the outside walls dark blue, the balconies gray, the trimmings white. It was ten stories high, and the building was full of Plumber workers and aliens, with Anna living on the top floor.

Kevin didn't know what to expect from the apartment itself, but it was so _spacious_. The front door led into a luxurious sitting room and kitchen, and the hallways led into large bedrooms and two bathrooms. And there were bookshelves _everywhere_ , all of them of varying colors and sizes, some of them looking like it came from an IKEA catalogue and others looking like they were picked up from the street.

"Sienna and I both hate cleaning, but we needed a place for all my books, so we tried to make the place as minimalist as possible," Anna admitted when Kevin asked. "Wanna see your room?"

Kevin walked past the bright blue couch and matching carpeting, ignoring the kitchen with its large oak table and blue granite island and its brown cupboard and cobalt blue tiles. He eyed the soft brown carpet at his feet and took in the dove gray walls with its sparse family pictures. He ignored the bathroom and Kylie's room- he would see those later anyway- and Anna opened the door to his room.

The first thing he noticed was the loft bed. The bedframe and ladder steps were a metallic black and looked perfectly stable. A large desk was underneath it, already decorated with a headboard and lamp. Both were right next to the window, the afternoon sun illuminating the small bedroom. There were dressers and a good-sized closet on the other end, along with a huge bookshelf.

But what made Kevin catch his breath were his walls. They were first in shades of yellow and orange and red, then bled into soft blues and violets until they darkened into shades that were almost black. Kevin had mentioned once, offhandedly, how he always loved to watch the sunset growing up, and Anna had painted it perfectly.

He was already choked up with emotion- the new house, his new room- but the walls sent him to the tipping point. And then Anna softly said, "Look up," and Kevin took in the black ceiling and hundreds of little stars, taking in constellations and comets and even the phases of the moon near the window. And then he looked at Anna and burst into tears, rushing at her and thanking her while sobbing into her chest.

Anna just held him close, gently carding her fingers through his hair, and hummed a little lullaby as he let it all out.


	27. Zeta Squad

Happy birthween to Ruby Rose, this is a part of a double upload. Second part should be up soon.

* * *

Ben didn't know whether to cry or scream.

Ruby was… Ruby was _gone._ Her house was empty of everything that made it home. She and her sister had already transferred out of their schools. They were already well on their way back to Oregon.

Ben changed his shirt- his left shoulder was soaked with Ruby's tears- and glared at his phone. There was a message from Grandpa Max, telling him to meet him at Plumber HQ. Ben didn't want to- he wanted to rage and break things and sob and curl up in his blankets… but that wasn't what Ruby would have wanted him to do. (She had cried enough for the both of them already.)

Forcing his emotions back before they could overwhelm him, Ben biked to the diner as fast as he could- he felt ready to lash out at anyone who got in his way, and he couldn't do that to Grandpa, so being physically exhausted was the better alternative.

The diner itself was unassuming- it was a small one-storey building tucked away in a small, peaceful neighborhood. It's dark blue paint didn't match the cheery vibrant tones of the buildings around it, but it had tasteful white timmings, and the modest sign above the door said _Max's Diner_ in a vivid red. The restaurant was frequented by college kids and the elderly; the neighborhood had cheap rent, which made it perfect for anyone with tight budgets. Add in the mom-and-pop stores and the weekly farmer's market, and it was one of the most charming and idyllic areas in Bellwood. Even Ben, in his tumultuous state, felt more relaxed once he was there.

Stepping inside the diner reminded Ben of those malt shops from the 1950s. Black and white checkered floor, black chairs and blue square tables, black booths and white and blue walls. There was a bar near the back for the adults and a longer, much busier bar for people to sit at. There was no jukebox and the cash register was extremely up to date, but other than that it looked like something out of a picture. Construction had only finished within the last year, but it was already a highly popular restaurant among the locals and nearby college. Ben and Ruby liked to come here every so often-

Ben closed his eyes and sucked in a breath, already feeling the pinpricks of tears. He took a few calming breaths and felt his anger and sadness bleed into a barely there calm. He forced his legs to keep moving- people weren't staring at him yet, and he wanted to keep it that way.

Then again, maybe no one would stare at Ben anyway, since he was just dressed in stone-washed jeans and a soft green t-shirt. The elderly sitting in the booths were either dressed primly or strangely, wearing outfits that wouldn't look out of place in the disco era, while the college students were wearing outlandishly bright colors or looked ready to have a stress-induced meltdown. The diner always _did_ draw in an eccentric crowd, which made it easier for extraterrestrials new to the planet to fit in.

Ben managed to make it to the backroom without anyone noticing him. He dodged one of the busy kitchen entrances and hid behind some heavy wine crates. He crouched down and removed the loose flooring in front of him, revealing a wide steel door with a keypad on the bottom. Ben took a moment to remember his code- like all secret Plumber doors, the keypad had thousands of passwords memorized, and each Plumber agent got their own specialized code. Add in the handprint signature, and it was nigh impossible to get into the Plumber base without special authorization.

The door slid open, and Ben walked down the earthen steps into the brightly lit, metal plated underground tunnel, making his way to the meeting site. Already he could hear the hum of hundreds of Plumber agents running around, working on missions and paperwork and other tasks. Ben looked into a meeting room window and saw Sienna addressing a small crowd, a powerpoint presentation behind her. Ben smiled to himself- he rarely interacted with Sienna, but she always smiled at him and gave him updates on what Kevin was doing, even if the two of them couldn't meet. School made them both busy, and with Plumber training being what is was, there was no way for the two of them to talk or even see each other.

Which made it surreal when Ben walked into another meeting room and saw Kevin sitting at the table.

He had filled out considerably- he was no longer a skinny, half-starved boy but a well-built, athletic teen. His hair was longer and shinier, hanging in a loose ponytail over his shoulder. His face was angular and sharp, his dark eyes focused intently on his book. He was dressed in a black t-shirt, a purple and black plaid button, and ripped up jeans, black Converses adorning his feet. Kevin's eyes briefly flitted to Ben before settling back on his book, but then he jerked up and stared at him.

" _Ben?"_

" _Kevin?"_

Both boys staggered to each other and did and awkwardly shook hands. Ben noticed that Kevin was at least a head taller than him, maybe more- clearly Anna and Sienna were feeding him well. "Sienna told me you were training with the Plumbers, but I didn't know you were nearby," Ben admitted sheepishly.

"My parents live near Miskatonic, and that's not always a short trip," Kevin said. "I've been mainly hanging out over there."

Both boys sat down at the table, and Kevin put his book aside- _Rebecca_ , Ben noticed. "Anna and Sienna told me you've been doing well, but I couldn't be completely sure," he said. "I wanted to get in contact with you, but I wasn't sure how, and it's not like I can just ask Sienna when she's working." And Anna was rarely at this base anyway, so that made asking her pointless.

"I regained human form within a few months, and this has looked better ever since." Kevin pulled up his sleeve to reveal the Antitrix; the skin around it no longer looked inflamed, and while it was clear that it was rudely imbedded in Kevin's wrist, how it was all meshed together looked much more organic. "That being said, I haven't been in a state of mind to talk to many people over the last few years."

"What do you mean?"

Kevin scratched the back of his head. "I've been doing well, but let's face it, getting tortured to near death _did not_ help my already deep-seated issues. And having unstable powers _definitely_ didn't help. My therapist is great, and my new family is incredibly supportive… but relapses happen, and when they do, it's _bad_. It's just… this is the longest I've felt like I've been in a good place, and I wasn't ready to talk to you or Ruby until now."

Ben's heart clenched painfully at the thought of Ruby, but he pushed it aside to help Kevin. "Dude, don't blame yourself. You needed to focus on yourself first, I completely understand. Ruby would too, if she were still here."

Kevin looked at him, alarmed. "What happened to her?"

Ben realized what he just said and immediately backtracked. "Nothing bad, sorry, poor word choice. She moved to Bellwood for a few years because of her dad's work, and she just moved away today. You just missed her."

Kevin's eyes narrowed in concern. He seemed to be searching for something on Ben's face. "And how are you? You doing okay?"

Ben swallowed the lump in his throat and forced a lilt in his voice. "Kind of? I feel emotionally drained, naturally, but it's like… I don't know. I don't really wanna talk about it."

Kevin immediately backed off. "Alright then. Do you know why your grandpa wanted us here?"

Ben furrowed his brow. "No idea. His instructions were vague."

The older boy made a slight humming noise. "When I told Sienna about it, she looked kind of mad? Not at me, but at Max. I think something's going down."

The door burst open, and a girl walked in, bright green streaks in her dark hair. She was short and heavy-looking, with thick arms and legs and a noticeable stomach. She had light makeup around her warm brown eyes and wore shiny lip gloss. She wore tan shorts and a green and white raglan shirt, clean hiking boots on her feet.

"Okay, so, I just talked to Amma and apparently Magister Tennyson is plotting something-!" Kylie babbled until she saw Ben, shutting her mouth with an audible click. She smiled nervously and said, "Hi Ben, please ignore what I just said."

Ben racked his brain, trying to place this girl, until… "Oh wait, you're Anna's kid!" he exclaimed, remembering the girl from the camp. "I didn't know you were in the Plumber program."

"Yep!" she chirped, sitting down next to Kevin. "I switched over here a while back. Aliens, you know?"

"I do," Ben agreed. "But what's this about my grandpa plotting something?"

Kylie huffed, and Kevin gave her a sly look. "Why did you think he was going to drop that?"

"I was hoping," she whined, but she quickly became serious. "Okay, so, I wasn't able to get much from Amma- Sienna- since she was about to enter a meeting. And I couldn't dig up anything from the computers since I don't have enough clearance, but it looks like the magister is gathering a bunch of kids for something?"

"Might be a new training regime," Kevin mused. "We've all been training separately, but that's not how Plumbers tend to work in the field. Huntsmen too, for that matter."

"I would think so," Kylie admitted, "but that doesn't explain why Amma was so mad."

"That _is_ weird," Ben agreed. "Sienna's usually pretty calm."

"Which makes it that much weirder-!" Kylie was cut off when the door opened again. A tall, purple alien walked through, his ears pointed and orange eyes bright. He had black markings on his face, and his hair was trimmed neatly on his head. He was lean and athletic, a black, standard issue Plumber uniform covering him from neck to foot. A weapon was strapped to his back- a gun of some sort- but Ben couldn't get a good enough look.

The alien smiled at them and said, "Oh, are you all also hear on Magister Tennyson's request?"

Ben blinked at the formal wording, and he could see that the others were also mystified. Kevin easily shook it off and stood up, shaking the alien's hand. "Yeah, we are. I'm Kevin, and this is my sister Kylie, and my friend Ben."

Kylie and Ben said their greetings and shook hands with him as well. "Lovely to meet you all," the alien said brightly as he sat down. "I am Rook Blonko, of Revonnah."

Kevin looked surprised. "Wait, Revonnah? Aren't you mainly peaceful farm folk? I didn't think any of you would join the Plumber Corps."

Rook shrugged sheepishly. "While my people certainly enjoy the benefits of the Plumber alliance, they stay away from any sort of violence. I am the first to actually join the Corps."

"Okay, that's pretty cool," Ben admitted, smiling at Rook. The guy was clearly new- new to the planet, to the Plumbers, to interacting with others who thought like him. He was eager and earnest and was probably a little uptight, but he seemed alright.

Kylie was already asking Rook about his home, something the alien was happy to explain, when the door creaked open. It was fairly silent, and if Ben and Kevin hadn't been paying attention, they would have kept silently listening to Rook and Kylie's conversation. But they hadn't been, and soon all four of the room's occupants were openly staring.

She couldn't have been older than Ben, but she was tall for her age. She had thick black hair that shone blue in the lighting, cut into a stylish pixie cut. Thick black eyebrows were set firmly over glacial blue eyes, her pupils slitted like a snake's. Cat-like horns protruded out of her head, further proof of her alien nature. Bronze skin stretched over sinewy muscle, her biceps flexing unconsciously. She wore ripped up jeans and a gray tank top, a slender, blue, personalized tool belt strapped to her waist.

Her cold blue eyes looked over them all. Ben gulped; she was beautiful but terrifying, like the eye of a hurricane. Her dark blue lips were in a thin line, and in the silence her footsteps thundered as she pulled up a chair.

"So." Her voice was like a gunshot, startling everyone. It was deep for a teenage girl- what was she, fourteen years old? Fifteen? She couldn't be _that_ much older, could she? "Magister Tennyson brought you all here?"

Everyone nodded jerkily. Kylie wiped her mouth with the back of her hand and tried to stop drooling.

"And no one knows why?"

Rook cleared his throat. "Do you?"

The beautiful girl shook her head. "I wish. I'm Ceres, by the way," she said suddenly, furrowing her brow. "Probably should have led with that."

Everyone introduced themselves, and Ceres took them all in once more. They must have passed some sort of test, because she relaxed her broad shoulders and said, "Well, the magister will be here in a few. I say relax while we still can."

Kevin snorted. "Paranoid much?"

"Genre savvy much," Ceres countered. "If I'm not in the lab, I'm being run ragged somewhere else. That's just how it goes."

"Do you work in the Plumber labs, then?" Rook asked tentatively. Ceres's entrance had clearly thrown him for a loop; Ben and the others had been openly friendly, and Ceres… well, she wasn't _mean_ , but she was reluctantly interacting with them. Ben was surprised that she was answering Kylie's question so affably.

"Some of my work impressed the Corps, so they hired me on right away," Ceres explained. "Archimedean education is way above the universal standard, so I'm already working on my bachelor's in engineering."

Rook visibly started. "Wait, you are Archimedean? What are you doing so far from the empire?"

Ceres eyed him. "I could ask you the same thing, farm boy."

Kevin looked ready to intervene- Ben was already leaning across the table- but then Grandpa Max walked in. "Alright, looks like you're all here," he said without preamble.

"Can you tell us what we're here for?" Kylie asked politely yet pointedly. Max was passing out packets for them all, sitting down at the head of the conference table.

"You're all part of the newly instated Zeta Squadron," Max announced. "You'll be going out into active field work effective immediately."

A moment of silence.

"Are you serious?" Ceres seethed incredulously. "My therapist hasn't cleared me for active duty! You know damn well how badly the Archimedean military screwed me over, you-you literally only hired me to work in your lab, not to go out into the field!"

"I know, and I fought to keep you off the team until Vivian cleared you," Max said calmingly. "But the higher-ups had already decided about your placement, and the Archimedean military had already signed full custody to us. My hands are tied."

Ceres still looked thunderous, but she seemed placated for the moment. That was when Rook hesitantly asked, "Um, sir? I have not finished my training yet. Is it wise to put us out of the field this soon?"

"Yeah, I'm with Rook," Kevin said. "All of us are still in training. We're not supposed to be out on our own yet."

Kylie, who had been looking through her packet, said, "This has the potential of going _very_ wrong. Do we have a team leader? Who's our superior officer? What kind of missions will we even be doing?"

"Your missions will be on a case by case basis," Max explained, leaning back in his chair. "Drug busts, illegal shipment of alien weaponry, hints of conspiracy, basically anything a Plumber would normally do. You will answer to me unless stated otherwise. As for your team leader…" Max once again looked at Ceres apologetically.

"Ceres North came to us with glowing recommendations from all her professors. She was unanimously chosen to lead the Zeta Initiative."

Blue flames flickered underneath Ceres's palms, but she took a slow, deep breath and let it out. Smoke curled out of her hands as she glared at Max. "This isn't some school project. These missions have the potential to be life or death situations. You really wanna put that in the hands of a fifteen year old girl?"

"I don't want to, but for the initiative, you're the most qualified," Max said. He looked at each and every one of them. "Despite your age, all of you have proven to be excellent in your chosen fields. All of you are resourceful, cunning, and have gone above and beyond to help those in need. Most of you already have field experience, and those that don't have the training to keep up. Out of a pool of thousands of candidates, the five of you were exemplary, and therefore you were chosen to be part of the new Initiative."

"What even _is_ the Zeta Initiative?" Ben asked hesitantly. He had been silent the entire time, his shock keeping him from speaking. But now that he was calmer, he could see that everyone around him was as nervous and worried as he was.

"Well, you're not the first teenagers to join the Plumbers," Max admitted. "Normally we'd have you all wait until adulthood before you did missions on your own, but there's always a select group of people who can easily go above and beyond. People distrust the police and therefore the Plumbers, but having a squadron of young people acts as a beacon of hope. That the youth of today can become the defenders of tomorrow."

The air became solemn. Ben looked at the others and saw, in their expressions, what he was feeling: fear; anxiety; shock; frustration. This was… this was _a lot_ to take in. It was the beginning of a huge responsibility, of becoming young diplomats and heroes in training. It was-

"In that case, why not bring in the Huntsmen?" Kylie asked. "This sounds like right up their alley. Isn't Ruby still in town?"

A scream nearly erupted from Ben's mouth, and he pushed against the table and ran to the door, barely hearing the cries of shock and Ceres's concerned, "Is he okay?"

He ran down hallways, his feet pounding against the metal. There might have been someone running after him, but he couldn't tell, the pounding in his ears even louder. He ran until he was in the supply sector of the headquarters, dimly lit and with few people around.

He sagged against one of the boxes, the door closing behind him. He had a hand over his mouth, trying to stifle his sobs, but they were coming in too fast, his tears burning his skin. Spots swam in his vision-

The door slid open, but Ben didn't look up to see. He heard someone kneel right beside him. Ben gulped and quieted down a bit, but didn't-couldn't- stop completely.

"Hey," Kevin whispered. "You need a hug?"

Ben didn't say anything, but he slowly inched his way forward, resting his head against Kevin's shoulder and fisting his shirt. The older boy put a hand over Ben's back and ran another through his hair, gently carding through messy brown hair. He let Ben cry for five, ten, who knows how many minutes?

When Ben finally stopped, he looked up at Kevin's concerned gaze. "Thanks," he said hoarsely, letting go of Kevin's shirt but not leaving his embrace.

"Don't mention it," the older boy answered gently. "Do you feel better?"

"No," Ben said bluntly.

"Yeah, I never feel any better after I cry either," Kevin answered. "But I think you need some water. There's a bathroom close by, let's get you cleaned up."

Kevin let Ben piggy back off him and let him sag against one of the bathroom sinks. Kevin had stopped by the vending machine to get Ben a bottle of water, and now he watched patiently as Ben washed his face, giving him tips on how to cover up the signs that he'd been crying.

"Take some slow, deep breaths and put a cold rag to your face," Kevin advised. "Or a wet paper towel, that works too. You need the extra oxygen and the cold will help with the redness on your face. Do you have any concealer or eye drops?"

"No," Ben said, his voice less hoarse.

"In that case, we'll have to wait until the redness in your eyes is down," Kevin said. "Though you may want to carry some makeup around anyway, contouring can make anyone look fantastic."

Ben chuckled weakly. "I'll have to look into that." Especially the concealer part; he didn't have much in the way of acne- he had copied some of Yang's moisturizing routine, which helped keep his skin clean and soft, but he wasn't always faithful to it. Cover-up would be beneficial.

Ben took a look at his face. His eyes were still bloodshot, but the redness under them were steadily going away. He took a long drink of water and felt a little better.

"So, you wanna talk about?" Kevin asked awkwardly.

"There's not much to tell," Ben admitted. "My best friend moved away and I don't know if I'll ever see her again. Social media can only do so much, and there's always the chance that we just… drift apart."

"Those are valid fears, Ben," Kevin told him gently. "And I always thought you and Ruby were, like, the dream team. Seeing you two apart just feels wrong."

"Believe me, I know," Ben muttered.

"And because you're the dream team, I doubt you'll let each other go that easily," Kevin went on. "It's gonna be hard, and you'll miss her all the time, but… our factions have worked together before. I don't see why you two can't see each other again."

Ben smiled, despite himself. "Therapy really did a number on you, huh?"

"Kwarrel's great at what he does," Kevin snarked back.

He took another sip of water. "But there's another thing that's bothering me: Max knew that Ruby was moving today. Why'd he spring up this 'Zeta Initiative' now?"

Kevin frowned. "I'm starting to understand why Amma was so mad at Max earlier. Like, it's not just you needing time to cope. Rook, Kylie, and I haven't finished Plumber training yet, and Rook especially seems too green. And you heard Ceres, she hasn't been cleared for active duty. Pretty sure there's a law against that."

"But since when do the people in charge care about us little people?" Ben said bitterly. "And this is the first time I'm hearing about these 'initiatives,' what's _that_ about?"

"Think of them as army youth groups," Kevin answered. "Lots of Plumbers start young, and even then the initiatives are full of college-aged people. The oldest of us is Kylie, and she's sixteen."

Ben blinked. "Wait, she's older than you?"

Kevin snorted. "I know, it throws everyone off."

"So, what now?" Ben asked hesitantly.

He took a look at Ben's face. "Well, you look a lot better now. Wanna rejoin society?"

"Might as well." The two walked out of the bathroom and down towards brightly lit hallways. People were milling about and ignoring them- good, Ben didn't want any more attention to himself. They soon found Kylie in the commons, who nervously waved them over. The kitchen nearby was starting to work on dinner, and the dining hall was bustling with workers.

Rook and Ceres were sitting around a coffee table, pouring over their packets. "All of this seems legit," Rook said cautiously, eyeing Ceres.

The girl in question harrumphed. "It's the fact that we're all minors by Earth standards that really worries me. Who in their right mind would hire unstable teenagers with attitude for missions like these?"

"Ones who get results," Kevin said, announcing their presence. They all looked concerned at Ben, and he bristled under their gaze.

"You alright, man?" Ceres asked sincerely. "You ran out of there like your life depended on it."

Ben considered lying, but he decided against it. "I said goodbye to my old partner today," he said. "So this squadron is bringing up some nasty feelings."

Ceres winced in sympathy. "I feel you. If I were in your shoes, I would have set fire to something."

"You almost did earlier," Rook admonished.

"Hey, you try telling someone with severe PTSD that their mental health isn't important," Ceres shot back.

"Ah, right," Rook said guiltily. "My apologies."

In any case, we're being strong armed into this," Ceres continued. "None of our feelings matter on this."

"Maybe we could try talking to Grandpa Max?" Ben asked hopefully. "I know he said his hands were tied, but he's got connections. Maybe he can pull a few strings for us."

"We already tried that," Kylie revealed. "After you left, we sort of… ganged up on the magister. Tried to find loopholes and everything. He told us straight up that he can't do anything, that the decision was final, and all loopholes have been plugged."

"And he was right," Rook agreed. "We have been looking through the packets and we cannot find anything that would guarantee us getting out of the Initiative."

"They've done this for a long time," Ceres said. "We're just the youngest squadron in Plumber history, so the agreements are are tight."

"Kylie was right, this has the potential of becoming an absolute shitshow," Kevin griped. "What do we do now?"

"Play it by ear?" Ceres said, confused. Everyone turned to look at her. "I'm not happy about this either, but it doesn't look like there's any way out of it. I say play along for now."

"Who knows? It might not be so bad?" Ben said, but it was clear he was pessimistic about the chances.

Kevin groaned and tiredly scrubbed at his face. "Alright then, what's the first mission?"

"For now? _Mandatory fun,"_ Rook said disdainfully. Everyone groaned at that.

"What are we, toddlers?" Kylie spat, glaring at her packet like it offended her.

"Oh god, it's like those get-to-know-you games at school," Ben said with a shudder. "I _hate_ those things."

"Same." Ceres held up a card. "Max gave me a card with a high credit limit, I say we blow it on laser tag and pizza. Who wants in?"

"Me," three out of the four chorused.

"That is tax-payer money!" Rook exclaimed.

"And people's taxes have funded more ridiculous things than this," Kylie pointed out. "If we're gonna be stuck together, we might as well stick it to the man when we can."

Rook was about to protest further, but Ceres elbowed him gently. "Dude, lighten up. Life's hard on it's own, you don't need to make it worse for yourself."

Rook let out a long sigh. "Very well," he said reluctantly. "But I will smoke you all at laser tag, just you watch."

"Bring it, farm boy!" Kevin taunted.


	28. Many Happy Returns

Welcome...to Season 3! There's been some additions; the TV tropes is really growing, and I have a thread over at Spacebattles, so if you guys wanna converse with me there and see some extra info, go for it!

* * *

Ben blinked. The light overhead shone in his eyes, and he was tired, hungry, and wanted to go home. Too bad this scruffy alcoholic wouldn't let him leave.

Said alcoholic looked at him disdainfully. "So, let's start with your name."

"...I already gave you it, during the story," Ben said, irritated.

The man gave him a blank stare. "I was asleep," he said flatly. Ben could smell all the alcohol on his breath even though he across from him. Dude smelled like a wine cellar.

Ben glared, insulted. "Ok, let's do this one last time. My name is Ben Tennyson. When I was 10, I got this weird device called the Omnitrix stuck on my wrist, and now I can turn into aliens. For the past 5 years, I've been the one and only Ben 10. You should know the rest: I stopped Vilgax with my best friend, got my former rival some therapy, made a promise with my best friend to meet up again one day and became a member of a higher ranked squad."

"Alright, alright, now that that's out of the way," the man paused to take a quick swig from his flask, "tell me about the scorpion man."

Ben took a moment to collect his thoughts. "Well, it started like this-"

Ben Tennyson stood like a badass guard at the goal and focused on the action in front of him. The ball was rapidly passed between the players, but Ben easily followed it. Most people cheering were confused, but that was to be expected with sports. Suddenly, amidst the flurry of kicks, Ben could see the ball arc towards him-

And in an instant he held the ball in hands. He held it high and mighty as if it was a decapitated head of his fallen enemy. The opposing team gasped; there was no way someone could catch a ball as quick as that.

"How the hell did you do that, Tennyson?" his teammate asked as he got the ball from Ben.

Ben smiled. "Picked it up from an old friend."

"Well, good on them for teaching you that. Keep up the good work!" The teammate kicked the ball back to the field and ran after it.

Ben looked up at the sky and wondered if she was looking up at it too.

Ben managed to save the game a few more times, and soon the game ended at 3-2, Ben's team on the winning side. His team hoisted the boy from off the ground and carried him across the field, chanting his name over the roar of the crowd.

Ben was kind of surprised that his team could even lift him for that long- he was still fairly skinny and short for his age, but he had some serious muscle definition (and he was pretty sure at least two guys on the soccer team were jealous of his abs). Ruby would have called him wiry, but Ben didn't think so, not after all those martial arts lessons.

In any case, Ben was still pretty normal looking for a human teen. His brown hair was thick and fluffy now (bedheads were in, _shut up Gwen_ ) and his eyes were still an odd acidic green color. He had actual cheekbones (who knew, right?), a pronounced jaw, and a smile that only came after the braces popped off. He was at least five-five and wholly unassuming.

You know, except for the slender black and green watch on his left wrist.

The watch was as odd as it could get. It was called the Omnitrix, and it looked like a bulky wristwatch, primarily black and green in color, with an odd dial on the watchface, designed like a green hourglass. It turned the user into numerous different aliens, and Ben thought that was the most incredible thing ever. Imagine walking a mile in an alien's body, dealing with the struggles and trials it faced, and utilizing their abilities to help others in need. It was a superhero's dream; he wasn't just Superman, he was Batman, Wonder Woman, The Flash, Aquaman, the Atom...everyone in the League! WIth one trillion samples inside the device!

...too bad Ben only had 40 samples unlocked.

(And the watch couldn't tell time either, which also sucked and was generally unhelpful for his curfew.)

Ben quickly put on a pair of jeans and a grey t-shirt with the words "STRAIGHT OUTTA BELLWOOD" in white inside a black box, and a white hooded jacket with green stripes on both arms and a green number 10 on the right side.

"Hey, Ben!" one of his teammates called out. "You up for some post game smoothies?"

Ben gave a wide smile. "Hell yeah!"

After the nice 'get together' at Mr. Smoothy with the soccer team, Ben decided to get some more exercise and walk back home. Also because Ben didn't have a car.

It was a nice evening anyway. It was a special kind of night, the kind that wants to hold the stars and help them to shine all the brighter. It reminded him of the many summer nights he spent with Grandpa Max and Ruby.

To be frank, he hadn't kept up with Ruby the past few years. They'd have a conversation every now and then, but it was few and far in between. Ben could still tell they were good friends, though; they always seemed to pick right back up from where they last left off.

Ben paused to hear the faint sound of footsteps.

Ben walked in silence for a few minutes, continuously hearing the sound of faint footsteps in the background. He sighed and turned around. "Hey! If you're following me, don't expect any money...kinda wasted my allowance on smoothies..."

Nothing.

"...and now I'm talking to myself," Ben said out loud, turning back to the road. He visibly started when he saw the figure in front of him. He stood under the light of the streetlamp like a sliver of darkness. His body looked sleek and fluid, and _oh crap, he was running at him-_

The attacker took out his weapons in a seamless motion and, laughing eagerly, moved to attack Ben. His claw blades dug into Ben's flesh easily, as he cleaved the arm clean off-

Except it was too long to be a teenage boy's arm. And it was _green_. Confused, he looked back up to see the boy had suddenly changed form.

The thing looking down at him was a strange humanoid, plant-like alien that had an overall green colored body, and flame-patterned head, colored yellow, red, and orange. He had six red horns with yellow spots, aesthetically resembling flames; two on each forearm, and one on each shoulder, as well as a green horn on each foot, knee, and elbow.

"So," the thing said. His voice sounded horribly congested and deep. "Who sent you?" The thing's arm suddenly grew a root and plugged itself back into where his arm had been cut off.

Ben could see the man's face more clearly now; his attacker was a pale man with golden eyes and a brown ponytail braided to resemble a scorpion's tail. He wore a white sleeveless jacket with leather belts strapped to it, along with white pants. His jacket exposed his bare chest, which was covered with prominent scars. His arms were covered with purple bandages and leather vambraces. He also wore leather boots covering his entire shin with knee guards. He jumped up and clung to a wall like a spider.

"I'm not looking for a fight," Ben growled. "Who are you?"

"Who I am matters not to you." The man laughed. "But...you haven't the slightest clue, do you? Oh, how exciting this must be!"

Ben clenched his fist. "Looks like I'll just have to beat it out of you!" He stomped his foot on the ground, and giant roots with spikes on them came out of the earth, aimed right at the attacker. The man jumped off the wall and onto another, no doubt aiming for a sneak attack. Ben spun around and ignited his fist, landing a powerful blow into the man's chest. He went flying down the alley, but the stranger managed to land on his feet. He clutched his chest in agony, and Ben smiled.

"Whoops, meant to give you second degree, not third degree," he joked. But soon the man's cries turned into sick, twisted laughter. Ben narrowed his eyes and saw the faintest tint of something purple that covered the wound. "T-that's aura," Ben gasped. "How did- who _are_ you?" His palms conjured up some threatening fireballs.

The man bowed. "Someone who's heart and body belong only to my goddess. Anything she wants, I will make it happen."

"Yeah? And what does she want with me?"

"Your ATTENTION!" The man leapt back into the fray; He spear kicked Ben dead in the chest, knocking him to the ground. He then unleashed a wild barrage of punches, cutting Ben's plant-like flesh to shreds. Ben took a deep breath before spewing a flamethrower from his mouth. The man jumped back, annoyed at Ben's cheap tricks.

Ben ran at the weirdo, throwing some flaming punches. The man forced his weapon through him again, piercing Ben's lower abdomen. Ben shrugged off the pain with ease, as he clasped his hands together and hammered down on his head. The man backed away, holding his head, which Ben saw as a perfect opportunity; he struck his opponent in the chest, knocking him back into a trash can.

"Alright asshole," Ben said, no longer interested in fighting. "You're gonna tell me who this 'goddess' of yours is and why she wants me…" he paused. The guy wasn't anywhere near the trash pile he'd just been thrown in. Ben quickly looked around the area; had he fled, or was he just playing the waiting game?

Ben tapped the Omnitrix symbol. "This is Tennyson to Bellwood base," he said, "requesting back up near Main and Maple, I repeat, Main and Maple. Suspect has Hunter gear, and-" Ben couldn't finish his sentence. A tail pierced his side from behind, and it was dripping with-

"And I've just been poisoned," Ben yelped as the man pulled out his tail. He grasped the wound before doubling over in pain.

"How do you like that, you changeling?" The man laughed maniacally. "Soon, your little friend in red will join you!"

"Wait," Ben said groggily. "Ruby? What the hell does she have to do with any of this? Are you from her rogues gallery?"

The man laughed again, this time harder than the last. "You could say that. But no matter, these questions will not matter any longer! A dead man's only question should be where he's heading!" He laughed as he prepared to finish off Ben, but he just chuckled and stood up, his arms crossed. "What, accepting your death with dignity? How thoughtful."

"Well, my arms are folded, and my acting skills are at an all time high. I got my answer." Ben said, as the man looked down to the wound, which was essentially nonexistent at this point. "Regeneration. It's a tricky bastard, isn't it?"

The man's face went from joyous glee to murderous intent. He unleashed a wild barrage of punches, which Ben carefully avoided.

"I think it's time we got this over with!"

Briar-like whips shot out of Ben's right hand and ensnared the attacker. Ben quickly tugged on the whips, making sure the thorns dug into the skin. The man struggled to free himself, and Ben just grinned.

"Let's get you down to the station," Ben crowed, pulling the vines a little bit tighter. Just then, something moved behind him. He shot his head around to see no one there. "Oh, please tell me you came with more idiots who think they could…" Ben turned around, only to see the man was gone; his briar trap had been torn to shreds. Ben frowned but did not dare to revert back. If invisibility or teleportation was this guy's semblance, he best keep his guard up, at least until the Plumbers showed up…

"And that's what happened," Ben said as he finished his story.

The grump jotted down a few notes, and then finished the rest of his flask. "So, you're sure he was a scorpion faunus?"

Ben nodded. "Absolutely."

"And you're sure he made reference to Ruby?" he pressed on.

"Yeah." Ben nodded. "Usually when people say little red, they mean Ruby. I learned this after our enemies continuously called us 'brat' and 'little red'. Like, constantly. If they didn't say it, we'd call it a miracle."

"Interesting," The grump said, sitting back in his chair.

"By the way," Ben said slowly, "I don't think I ever got your name."

"My name is isn't important right now, kid," the grump brushed him off, pulling out his phone. He dialed a number and held the phone to his ear, studying Ben carefully. Ben couldn't help but feel intimidated by him. His personality felt eerily familiar; maybe he was that creep Kylie was always joking about, maybe he was one of the dudes that gave Kevin a hard time at the shop, or maybe he was that hobo Rook always pestered him about. He just seemed...familiar.

"Hello? Yeah, hi…" The grump said lazily. "Listen, I have someone here that might know something about an enemy of yours...yeah, yeah, just as confused as you are. Lemme put them on the phone…" The grump passed Ben his phone, and Ben just awkwardly pressed it up to his ear.

"Hello?"

"Hello?"

Ben immediately knew that voice. He didn't expect to hear her tonight, or… at any time in the future, really. They were both so _busy_. But there was no mistaking that voice.

"Ruby?" Ben asked.

"BEN!?" Ruby yelled, loud enough for the grump to hear it from where he was standing and enough for Ben to pull the thing away from his face.

"My poor ears," Ben deadpanned, bringing the phone back.

"Sorry, just, _wow_ , your voice sounds different. Less squeaky and stuff." Ruby laughed. "Guess puberty worked out for you."

"Yeah, yeah...uh, listen," Ben asked worriedly. "Do you know anything about a scorpion guy?"

Ruby paused. "What scorpion guy?"

"Y'know, scorpion dude, blade gauntlets, super crazy and deranged. Tried to slice my Omnitrix arm clean off?"

"Ben, I have no idea who you're talking about."

Ben froze. "But, he like, mentioned you specifically. He tried to poison me and then said he'd poison you or something like that. Are you sure this isn't a villain from your side of life?"

"Sounds like it," Ruby said, still confused. "But I really haven't faced a scorpion dude or anything like that. I've faced some mobsters, yeah, but…"

"...I have a feeling we might've been forced into a conspiracy."

"What kind of conspiracy? CIA hiring journalists to spread propaganda and gather intelligence, or 'JFK's head just did that'?"

"I'm thinking more along the lines of 'government poisoned alcohol'," Ben said, eyeing the grump.

"...I see you've met my uncle." Ruby sighed.

" _THAT'S_ YOUR UNCLE QROW?" Ben yelled, his entire vision of Ruby's cool uncle ruined. When Ruby described him, he had this vision of a stone cold badass wielding a scythe and punching creeps in the face, not _one_ of the creeps that deserved a punch to the face.

"You know what? Give me that." Qrow snatched the phone away from Ben and glared at him. "You just lost your phone privileges." He walked over to a corner and quietly conversed with his niece. Ben sat in his seat, awkwardly waiting for them to finish up.

Eventually Qrow came back, annoyed. "You're picking her up at the train station tomorrow at 10 AM."

Ben blinked. "What?"

"She's coming over here to do some investigation with you, and, if need be, she'll be bringing her team," Qrow said, taking the last swig of his flask. "You're free to go."

"Um, alright," Ben said, still processing. "It was...nice…"

"Don't even lie to me, kid."

"Alright, see ya." He rushed out the door.

Ben sighed as he laid down in bed; today was eventful, and it was nearly one in the morning. He had to be up by eight to pick up Ruby, which was a whole different can of worms. He tried to get himself comfortable in bed, and closed his eyes…

And felt like he was being watched. He opened his eyes again, and saw a flash of something white pass by his window. Ben shuddered, but shook the feeling off. Birds flew by his window all the time. It was probably just paranoia from facing that Tyrian guy. He didn't know where he lived, thankfully.

And he was right.

Someone _else_ knew where he lived.

Red eyes glared at Ben from afar, logically tearing the boy apart. He hated just even looking at him, the boy that wielded such a powerful device and yet did so little with it. Who cared about this shithole planet, when there were so many other problems going on in the universe?

He growled as he decided not to make himself known just yet. The time wasn't right. Everyone needed to be with him in order to get a good look at their powers.

So, until then, the red eyes just waited.

Ben frowned as he examined himself in the sun visor's mirror. "Great," he huffed. "My hair looks stupid, my shirt is wrinkled, and I have a zit the size of Kansas."

"That is indeed a rather large zit," the driver commented. "Perhaps if you weren't so lax in using those treatments..."

Ben glared at Rook's human disguise. "Dude, you're not helping." Rook's human form took on the appearance of a Korean-American young adult, probably old enough to be in college. His hair was neat and close to his scalp, not unlike how he usually wore it He wore a dark blue buttoned-up shirt and dark-washed jeans. (Carl and Sandra bought them for him. How thoughtful.)

"Why the sudden care of appearance? You are usually never like this," Rook questioned, "Is this person we are picking up someone important?"

"Kind of," Ben replied. "I haven't seen her in a while."

"Oh, I see. Because of this, you want to trick this girl into thinking that you are a successful person. I also hope that you are employing factors such as your body language, voice, and social category."

"...yeah, I'm factoring that, dude," Ben lied, like a liar.

"Excellent! Now, tell me about this girl."

He relaxed a bit. "Eh, I traveled the country with her for a summer. It was pretty wild."

"Do you mean that old friend Magister Tennyson often talks about?" Rook asked with a sly grin. "The one you had a crush on as a child?"

"I did _not_ have a crush on her!" Ben spluttered. "We're just best friends! You know how it is."

Rook made a noncommittal humming noise. "I suppose I do."

"She also went to my school for a bit, but left for training."

"Training?"

"She's a huntress. And a pretty good one too. The last time we saw each other, we kinda made a promise to improve who we are as people and as fighters. To just be better, I guess."

"And have you kept this promise well enough?"

"Obviously," Ben scoffed. "I mean, I have a good enough understanding of all my alien forms. Why do you ask?"

"You are not usually one to keep promises. You still owe me twenty dollars for losing that 'saltine cracker' challenge."

"I keep telling you, the economy is _terrible!"_

"And yet, you are rich whenever we eat out," Rook countered, pulling into a parking spot. "Checkmate," he said with a smug smile.

Ben rolled his eyes. "Whatever. I'm gonna go pick her up. You stay in here, ok?"

"Right," Rook said as he tried his best to look casual.

Ben stood by the station she had texted him. He felt he should be holding a sign or something, like a taxi driver at the airport; he hadn't seen Ruby in quite a long while, and maybe something about her changed. Whether it be new style of fashion, new hair cut, hell, maybe even new face, huntress work could change a person...and plus, he also looked like a different person too.

"Who you waiting for?" a female voice asked, to the right of him.

"Ah, just a friend," he awkwardly said, trying to avoid a conversation.

"Ah. That's neat. I'm meeting up with one myself," the girl went on. She sounded very...familiar.

And that's when Ben finally looked over.

He took in short, choppy black hair that went from a black to red gradient. He took in a red-dyed denim overall dress with a black t-shirt underneath. He took in red tights that faded to a deep black near the foot, tucked into black combat boots.

He took in stunning silver eyes set in a familiar, young, heart-shaped face.

"Hiya," Ruby grinned, awkwardly smiling.

Ben didn't know what to say, but he knew what to do. He grinned as he gathered her up in a big hug. They both laughed as Ben held her tightly.

"Glad to see you back in town!" he said happily.

"Just visiting, really. Nothing too special!" Ruby explained as Ben released her. "Holy crap, you grew up! Like...wow. You're _almost_ taller than Yang!

"...almost?"

Ruby then snatched up Ben's Omnitrix arm and ogled it. "And hello to you, my old friend! Been seeing some old faces on the news. Also, those new guys? You have to show me some of them!" Ruby was still as hyperactive as she was at age 10, something Ben was relieved to see.

"Does Grandpa Max know you're in town?" Ben asked curiously. "You know how much he'd love to see you again."

"As long as he doesn't make me eat some really bad squid, I'll be happy to see the guy," Ruby joked. "But should he choose to…" She quickly pulled out a folded up weapon, spinning it in her hands as it gracefully turned into a wicked looking scythe. "Well, you get the picture."

"Glad to see you're still using the Crescent Rose," Ben noted.

"Oh, yeah. If you're lucky, maybe you'll get to see it in action today." Ruby elbowed Ben playfully. "But, knowing that we're essentially a karma magnet…"

"I'll see it today?"

Ruby nodded and smiled affectionately. "Just like old times." Ruby looked over Ben's shoulder, and her grin fell in alarm. She quickly folded up her weapon and hid it, the gun immediately disappearing from sight. Ben turned around to see a security guard walk up to them, face grim.

"Is there a problem here, kids?" she asked with forced politeness.

"Not at all, we're just catching up," Ben said with forced calm. Ruby fiddled with the handle of one of her suitcases, but that was the only sign of her nerves.

The security guard gave a sharp smile. "Well, I already know the girl just checked out and got her luggage, I can see her ticket in her hands, so I suggest you kids move along now."

"Will do, ma'am," Ruby said sweetly, and Ben grabbed one of her suitcases before she could protest. The two walked out, smiling and laughing at each other as the security guard watched them leave. They kept up the charade until they were well out of sight.

"Jesus fuck, we gotta be more careful," Ben rasped, nearly dropping the suitcase.

"I know, I know, I fucked up!" Ruby said frantically. "God, I hope the rest of my team doesn't catch wind of this."

"Believe me, if you were on my team, Kevin would've already heard about and prepared a Comedy Central roast for you," Ben joked, leading Ruby to the Proto-Truk.

"Oh. My god," she said derisively. "Please don't tell me you drive around in this thing."

"What? No," Ben said. "One of my teammates does. He lives with my family since rent is too damn high."

"Ok, that I can get," Ruby admitted as Ben opened the back for her. "But why use a disgusting looking truck with your grandpa's face on the side?"

Rook shot her a look, one of hurt and confusion.

Ruby blushed. "Sorry."

"Your friend is...very interesting," Rook said slowly. Ruby couldn't tell if it was a comeback or not, so she settled on feeling indifferent.

"Ruby, this is Rook Blonko," Ben said with a smile. "He's apart of the Zeta Squadron. I don't always get him, but he's cool."

"The feeling is mutual," Rook agreed.

"And Rook, this is Ruby. She's a second year huntress at Beacon Academy, and leader of…"

"Team RWBY!" Ruby smiled brightly.

"Your team is literally just your name?" Ben asked incredulously.

"Well, there's a W where the U would be."

"So, should it not be pronounced Roo-WUH-be?" Rook inquired.

"No, it's still pronounced 'Ruby'," Ruby answered with a shrug.

Ben blinked. "That's...stupid. Please don't tell me you named your team."

"No, some old guy drinking coffee did." Ruby smirked. "He's weird, but ok, I guess."

"Perhaps we should move on," Rook said, looking down at the watch Carl and Sandra had given him for Christmas. "I believe we have to meet with your grandfather at his restaurant in a half hour."

"Right, right," Ben said, getting in the back of the car. "Come on, since Rook here wants to be Mr. Punctual."

Police cars suddenly barreled down the street. The trio watched them pass by, before sharing a glance with one and other.

"Should we go help them out?" Ruby asked. "I haven't seen a police car go that fast before."

Rook looked down at his watch and back to the road. "We _do_ have time to kill." That's all Ben needed to hear.

"Meet you two there!" He jumped out of the car and into an alleyway, racing right to a giant brick wall. He activated the watch and turned to the icon of a moth-like alien. "Big Chill should let me cut right through these walls." He grinned as he slapped down the watch and-

Collided with the wall. _Painfully._ He fell to the ground with a flop and shook his head. "Lemme tell ya something, brick wall!" he yelled. "You are in Rath's way! And anyone that gets in Rath's way...GETS A SUPLEX."

Rook and Ruby cringed as they watched Ben attempt to supplex a wall. Ruby carefully observed Ben's newer alien form; it resembled an orange and white bipedal tiger with scruffy fur. He had large black claws coming out of each of his wrists. He was also muscular and had green eyes, and Ruby was forcibly reminded of the furry community.

"What's with steroid fueled Hobbes back there?" Ruby asked.

"That," Rook sighed, "would be Rath. Rath's species are rather... short tempered. And not particularly smart."

"...does he need help?" Ruby asked.

"Ceres tends to let him figure it out by himself," Rook said as he drove after the cop cars.

After a few seconds, Rath finally gave up on the suplex. "YOU WIN THIS TIME!" he yelled as he hopped over the wall.

He pounced from building to building, following the Proto-Truk closely. They both arrived at the scene of the crime; police cars had surrounded a bank, where some criminals were holding people hostage. Rath jumped down from a building and down to the ground, kicking down the doors to the bank and ignoring the cops behind him.

"Wow, subtle," Ruby said dryly as Rook pulled into the backside of the bank. His human disguise fizzled apart (admittedly catching Ruby off guard) and he picked up his weapon.

He grinned slyly. "Then let us be the subtle ones."

Rath burst into the room, immediately establishing his dominance. The group of robbers broke their focus away from the hostages and onto Rath.

"LEMME TELL YA SOMETHING, ROBBERS WHO ARE PROBABLY EITHER PAYING OFF STUDENT LOANS OR A REALLY BIG RENT!"

"See?" One of the robbers prodded one of his partners. "This guy gets it."

"RATH MAY NOT HAVE THE POWER TO ARREST, BUT HE HAS THE POWER TO FIERCELY INTIMIDATE YOU!" Rath smashed his hands on the ground, causing the group to scatter and the hostages to take this moment to flee. Rath roared as he ran at one of the robbers and knocked him to the ground.

One of the bad guys aimed his gun at the distracted Rath, but a red blur suddenly passed him and snatched the gun out of his hand.

"What the-" He looked at his hand incredulously, before he was suddenly ensnared in a web of orange energy. Rook smiled as he fired another web at some more robbers who had also had their guns snatched away. Another bad guy tried to fire his gun, but Rath grabbed it and shattered it in his massive hands.

"RATH IS- OW!" Rath retracted his hand and looked down. There was a strange, red crystalline splinter in his palm, digging deep into his skin. "OW! THAT ALMOST HURT!" He fake-wailed as he knocked the guy out.

"What happened?" Ruby asked as she sped over. "Did Rathy-poo get a boo-boo-!" She paused as she looked down at the splinter. "That...that's Dust."

"NO, IT'S A CRYSTAL!" Rath yelled back.

"No, you idiot, that's Dust! As in, the crystal Dust?! You know, the kind of Dust that I used to freeze and shock my enemies with?" Ruby countered.

"I- RATH KNEW THAT!" Rath defended himself as Ruby pulled the splinter out of his hand. She approached one of the bad guys and held him up by the collar.

"Where'd you get these weapons?" she yelled.

"We- we just got 'em down by the docks!" the crook spluttered. "This dude in fancy get up gave it to us! Honest!" Ruby sighed as she dropped the guy on the floor.

"We gotta get to your base," Ruby said. "Now."

The diner wasn't that busy, to be honest, but that didn't shock Ben. All of the seniors tended to flock this place during the earlier hours, so it was a relatively quiet Saturday morning. A few waitress waved at Ben, who was a regular at this place. Ruby looked around; it had been some time since she had last been inside, but it still looked familiar.

"This way," Ben said, as he and Rook led Ruby to the backroom and into a small side pantry. He closed the door, and suddenly, the room went dark.

"Uh," Ruby said awkwardly, "can someone get the light?"

"Oh, of course," Rook said, pulling the chain to what Ruby assumed was a lightbulb. Suddenly, a green circle opened at their feet. Ruby gasped, before they were encased in a pod that plummeted to the lower levels. She felt sick just being on it, but Ben and Rook were fine.

"Yeah, the motion sickness is the norm for first timers," Ben reassured her as they reached the bottom. The doors opened to reveal something out of a _Men in Black_ movie; aliens and humans (at least, that's what Ruby assumed), walking around and discussing things, people rushing to get to training, computers with strange alien language on them...Ruby could tell Ben liked it here.

"I am going to go inform Ceres of this 'dust' crystal," Rook announced. "You two go check in with Magister Tennyson. Maybe he'll have something cooking for the both of you!"

Ben grimaced. "We're...not exactly fans of alien food, dude."

"Not since we had to eat Grandpa Max's cooking for a whole summer," Ruby fake gagged. "Remember that meat loaf that blinked at us?"

Rook pouted lightly. "But Magister Tennyson is a master chef!"

"Right," Ben said sarcastically as Rook walked off.

"So, this is the official Bellwood base, huh?" Ruby smiled. "Pretty sweet."

Ben grinned. "Tell me about it! I'll introduce you to the team later, but for now, follow me!"

Ben led Ruby down to a side area, down to something that looked more like a hallway in an apartment. "Most of the people here are kind of like people in the military. They're discharged to a base, and stay here for a year or so. Grandpa Max lives here full time, though. Grandma Verdona kinda rotates." Ben stopped at Room 10 and knocked on the door. The two of them stood there for a second, as the door opened.

"Well, this is a surprise," Max greeted cheerfully.

"Grandpa Max!" Ruby cried out as she rushed forward. Max extended his arms wide, and Ruby rushed into his, picking up the man with minimal effort. Ben was surprised by Ruby's strength, but not enough to elicit an over the top reaction.

"It's so good to see again!" Ruby gushed.

"Great to see you too, kiddo," Max agreed. "Judging by your strength, I can tell a lot has changed since we last saw each other. Now could you put me down?"

Ruby's face turned as red as her cape, and she set down Max. "Sorry! I'm just super happy to see you right now!"

"Grandpa Max has been operating as the Bellwood magister for a few years now," Ben explained. "Plus, his diner upstairs is...pretty popular."

Ruby shot Ben a look.

"Don't worry. It's normal food," Max reassured her. "The health code didn't appreciate the idea of me using 'alien cuisine'."

"Oh thank god," Ruby sighed.

"What about you? How's your dad and sister doing?"

Ruby beamed. "Dad and Yang are doing great! Dad recently submitted an application for a teaching job at Beacon, and Yang's a part of my team, so family's pretty close."

"That's great to hear, kiddo," Max said as he walked back into the kitchen. Max's kitchen had a very ALIEN aroma to it. Ruby took quick note of some foreign ingredients and an alien blaster sitting on the counter. "You two came just in time; I'm making a quick brunch!"

"Oh, what's cooking?" Ben said, having not eaten since 9 AM.

Max took off the lid of his pot to reveal a squid bathing in boiling water. "Zadorian Golash!" Ben and Ruby grimaced. Suddenly, tendrils shot out of the pot; two of the tendrils wrapped themselves around Ben and Max and picking them up. Without a second thought, Ruby picked up the blaster on the table and shot at the pot. The squid shrieked, as it retreated back into the pot, dropping Ben and Max on their feet.

Max chuckled to himself. "Guess I didn't cook it long enough."

"Uh, no thanks," Ben said as he awkwardly stood up and brushed off his shirt. "I'm...oddly not hungry."

"Me too," Ruby grinned nervously. "Train food really filled me up." (That was a lie. Train food was and always will be flavorless and boring.)

"Well, best not keep you. Have you introduced Ruby to your leader?" Max asked as he threw some spices into the pot.

"Not yet," Ben told him. "I thought it'd be more important to just drop by real quick."

"You probably should. She's been asking me about Ruby's weapon recently," Max said.

Ruby's eyes lit up. "Yes. Please. Introduce me to a fellow weapon lover."

Ben rolled his eyes. "Alright, alright. I'll catch up with you later, then," he told his grandpa.

"Brunch is still on the counter if you want some!" Max called out as the two turned to the door.

"So, what's so special about this leader of yours?" Ruby asked curiously.

"Oh, you'll see," Ben said slyly. "She's something else."

"She is absolutely terrifying and everyone in the squadron has feelings for her," Rook said flatly.

"That can't be true," Ruby laughed. "No woman can have that much power."

"It's true," a voice said from the sidelines. Ruby looked over to see an old, familiar face. One that was doing much, much, MUCH better than where he was when she last saw him.

"Kevin!" she cheered.

"Hey Red," Kevin said, smiling slightly. His hair was longer and sleeker, tied into a loose ponytail that fell over one shoulder. He was much taller and broader, wearing a black shirt that stretched over his chest, paired with a gray plaid button-up and dark-washed jeans. Military style combat boots were on his feet, adding to his imposing height. His dark eyes were kind though, set in a square-jawed, strikingly handsome face.

"Kevin and I joined at around the same time," Ben explained. "Ceres saw some huge potential in both of us."

"Which is funny, considering she wasn't particularly thrilled about leading her own team," Rook said with a sardonic smile. "She thought she was just here to work on her mechanical engineering degree while working with the Plumbers."

"I mean, she's doing that now, but yeah. She didn't expect to be leading a team," Ben hurried to explain. "Honestly, no one wanted to be a part of the team at first."

"It was all kinda random," Kevin continued. "One day we were just minding our own business, doing our own separate training routines, next thing you know, we're in a team together."

"I mean, it was a little more complicated than that, but I guess that's a good way to end it," Ben said, shrugging. Ruby just stared at him, question marks in her eyes.

"What's that supposed to mean?" Kevin said, pouting a bit.

"I dunno. I don't really think you should be on the 'highest' squadron yet, that's a lot of stress on someone, right?"

"Well, what level would you say you're on?" Ben asked her. "You and your team, I mean."

"Uh, second year." Ruby mulled it over. "We go on more skilled missions now, like abandon towns ravaged by Grimm and taking down some larger stuff."

"Yeah, that sounds similar to what we do," Kevin said, pursing his lips a bit. "Except replace 'abandoned towns' with 'within the city or on the outskirts.'"

"Or sometimes on a different planet," someone else added. Ruby turned to see a girl with lightly tanned skin, curly black hair with green highlights and a rather heavyset figure. "Remember that one time we went to that Upchuck planet to mediate in their civil war, and then they just ended up eating the planet?"

"I...I have way to many questions about that," Ruby stated.

"We all do," she said. She held out her hand to shake. "I'm Kylie Dombrowski. You?"

"Ruby Rose," Ruby greeted. "...have we met? I feel like we have."

As they shook hands, Kylie smiled back. "Well, I used to go to that summer camp with your sister. I literally met you and Ben when you visited."

"...WAIT," Ruby said, freezing in place. "Are you the one who kept demanding pictures of Echo Echo?"

"Yep!" Kylie chirped. "And I finally got a few!"

"That's this year's birthday present, I hope you know that," Ben told her.

"Yeah, I also remember you were really close with Weiss or something," Ruby said. "I remember seeing you two together frequently."

Kylie just smiled. "Anyway, where are you guys going?"

"To see Ceres, we found dust in some basic guns," Ben explained.

Kylie frowned. "Yeah, that's... that's not good. I think Ceres is still in the lab, come on."

Ruby felt a bit at home when she entered the lab. Sometimes she would spend weekends coupled up in her mechanics lab back at school, fixing or improving her weapon, and this felt like an extreme version of that place.

A few people were still running about, wearing lab coats and holding papers. There was a constant, frenzied feeling in the air that Ruby adored. Rook walked up to one of the few scientists sitting down, gently interrupting the scientist as he sipped his coffee. "Excuse me, Dr. Lloyd?"

Dr. Lloyd was a skinny man with silvery hair and dark grey eyes, trapped behind old-fashioned spectacles. If he didn't pull them off so well, Ruby would be inclined to call him a dork. The doctor merely smiled mischievously. "Are you looking for my best student? Because she's currently testing out a new weapon. I would recommend approaching her cautiously."

"Noted," Ben said, and he immediately transformed into Diamondhead. Everyone gave him a strange look. "What? He said be cautious."

"That I did," the doctor chirped. He held up his mug in a lazy salute. "Have fun~"

As they walked away, Ruby whispered. "He's so weird."

"But much more preferable to the last guys," Ben muttered, shuddering. The crystal shook with him, making a merry shattering sound.

Ruby remember one of the Galvans back at the Rushmore base. "Yeah, okay, fair."

And that's when Ruby finally saw her.

And yes, a woman could have _that_ much power.

The girl-woman? It was hard to place her- had abandoned her lab coat on her chair, revealing a black t-shirt with a white circuit board design, form-fitting jeans, and personalized blue tool belt, and black Converse sneakers. She was tall and fairly curvy, perfectly sculpted muscle visible as she moved her bronze arms. Her hair was black with natural blue highlights, ending scruffily halfway down her neck. Her face was diamond shaped with high cheekbones, complete with glacial blue eyes underneath thick black eyebrows. What was odd, though, were her snake-like pupils and white, cat-like horns jutting out of her black hair; clearly she was some sort of alien-hybrid. Dark blue lips were pursed as she studied the gun in her hands, the silvery material not unlike Ruby's own folded weapon.

"Yo, boss!" Kylie greeted ever so casually. "Are we interrupting you?"

Ceres aimed the weapon at the circular, metallic shield 20 yards away, ignoring the walls surrounding it. She breathed once, let it go, and let out a shot that sounded like a bomb falling from the sky. The shield exploded almost instantly, pieces of it shooting out in the containment field, embedding themselves into the walls. Ceres eyed the leftover fire and nodded once, picking up a clipboard and making a few notes.

"My new weapon is working within parameters so far, so I've got some time." She smiled beatifically at her team. "What's up?"

"We have a bit of a problem on our hands," Ben said.

"...what did you do this time?" Ceres sighed.

"Why you gotta assume I did it?" he demanded to know.

"Because it's either you or Kevin who accidentally fucks up," Ceres said bluntly. "Granted I do the same damn thing, but you two are literally magnets for trouble."

"Well...it's the magnet attracted me," Ruby said.

Ceres turned to look at her, and Ruby had to force down the blush that threatened to bloom. Stunning blue eyes quickly looked her up and down, cataloguing everything she saw with scientific ease. "Let me guess, you're the mysterious Ruby Rose Ben's been going on about recently," Ceres said, shooting Ben a teasing smirk.

Ruby blushed. This woman was too damn powerful, and she damn well knew it.

"Y-Yeah. Anyways, are you familiar with Dust?"

Ceres tapped her pen against her lips, and Ruby had to tear her eyes away from the sight. "Hmm. I've heard about it and seen it, but I've never handled any before. I never needed any for my weapons, and no one else besides Kylie really uses it. Why do you ask?"

"Well, we found it in a normal earth gun," Ben explained. "Rath crushed a gun in his hand, and...well, we found it." Ben handed it to Ceres.

Ceres bit her lip, revealing sharp, shark-like teeth that wouldn't be uncommon on an anime character. She studied the red crystal, turning it over in her hand once, before nodding. "Yeah, we're gonna need to send this to analysis. I literally can't tell you anything about a material I've never really handled."

Ruby suddenly grinned. "...but I think I know someone who does."

"Yeah, Ceres will be sending an airship," Ruby said into her phone. "It's already on course, so I recommend packing a bunch of clothes, your weapon and some ammo."

Ben smiled, proud of Ruby; look at her, being a leader and stuff! Ben always felt she had more of a leading spirit that he ever did. To compare the two of them, Ruby was absolutely doing much better than he was right now. Sure, he was a part of the big leagues, but not leading them. Plus, she took down those robbers from earlier without even using her weapon! That was a huge step up.

"Alright, see you guys in an hour or so," Ruby said as she left the call. "Still feels weird to lead girls older than me."

"...What?"

"Yeah, my teammates. They're all, like, two years older than me."

"You're 16 now, right?"

"Yeah, why?"

"...ok, yeah, you win," Ben chuckled.

"I dunno," Ruby drawled. "You can still shapeshift into a bunch of aliens, much of which I've yet to really see…so, say, if we were to fight..."

"Wanna test that theory later on?" Ben joked.

Ruby looked around and gave a sly smile. "How about now? We got time to kill…"

Ben smirked. "You're on."


	29. Painting the Town

Sorry for such a late release, school and sickness and bears and tigers, oh my! By the way, yes, I saw the V7 premiere. And I also met Yuri Lowenthal, he signed a Gemstones thing and called me Ben because I was wearing my OV hoodie! I am in heaven

Btw the theme for this "season" is Inferno by Mrs. Green Apple! Please enjoy

* * *

Roman took a long drag of his cigar and contemplated robbery.

He was tired of banks. He was tired of house breaking. He needed something exciting, more blood-thumping. So nearby Dust store it was! If he was lucky, Roman could get some clean cut Dust without the hassle of that thing idiot civilians called "paying". No one wanted to do it, but it was encouraged; a true travesty in Roman's books. He just wanted to break away from the concept and the fear of becoming a faceless husk of society. Why else was he normally dressed so dapper?

Roman took a look at the dumb muscle he hired from Junior. They weren't the brightest bananas in the bunch, but they would do. And so they walked down the streets, as brazen as they could be- or more like Roman swaggered down the streets, the others just kind of shambled like thugs. They were quite the odd bunch of criminals; people stared at them as they passed by, but Roman soaked in the attention. The everyday criminals, however, questioned why they were doing this in public. ("A sneak attack would be better!" "Where's the fun in that?")

So, no shock when the police car rolled up close to the sidewalk. A window rolled down, and an upset cop poked his head out. "Headed somewhere, sir?"

Roman perked up and halted his crew. "Why yes, actually! Do you know where the Dust store is?"

The cop was confused for a second. Dust? Was he talking about PCP? "The what?"

"You know, Dust! Most powerful mineral known to man?" Roman twirled his cane as he talked.

"I….I'm lost. I have no idea what you're talking about, sir." The cop was reaching for his radio already.

"You don't need to do that," Roman told him, his voice like honey. The cop's hand went back to the steering wheel, and he looked at Roman with the biggest smile on his face.

"How can I help you?" the cop asked pleasantly.

"I want you to cause a diversion," Roman ordered. "Say that you got a weird tip about a murder or something and need most of the police force on the east side of town. The farther the better."

"You got it, chief," the cop said. He rolled up the window and drove away.

Roman smirked at his slack-jawed henchmen. "Gentlemen, to the docks." He pointed his cane in the opposite direction, and on they went.

Ben waited in the transport dock for his and Ruby's team to arrive. He scrolled through the Omnitrix to see what types of aliens he could use in combat for this operation, speaking softly to himself about what plan of attack he could use. "I could use Eatle to ram the entire operation down, but then that leaves me open to attacks. Then again, with Eatle's increased dermal armor, maybe I could take a few hits and shift into a faster form, like XLR8 or something..."

"I heard the speedy alien and I came running," Ruby's panting voice sounded from behind him. Ben turned around with a smile.

"You fucking meme," he said affectionately. And then he practically inhaled his tongue.

Because Ruby Rose? Had changed into her combat uniform and Ben suddenly needed an inhaler.

Her outfit was predominantly black, with a skirt that ended at her thighs- there was a red tulle underskirt, making that section look like a rose. Underneath the dress was a white high-neck blouse that was sliced apart at the bust, showing a good amount of décolletage, and brown studded wristbands on her arms. She was wearing tights that went from dark gray to a red gradient and that hid into black and red accented combat boots. An overbust corset with a red stripe held her outfit in place. A black belt with a silver rose emblem and ammunition attached was at her waist. Crescent Rose was strapped to her back. And finally, there was a long red hood that covered her face when up, accompanied by a ripped up hem that trailed down to her feet.

She looked calm and badass and utterly adorable. And Ben realized he was royally fucked. And Ruby knew it, judging from the size of her smirk.

"You like it? I designed this little number myself," Ruby explained, twirling around. "I drew influence from my mom, my uncle and a few animes I watched."

"You get all dressed up for hunting?"

"You know that phrase, 'dressed to kill'?" Ruby joked.

"That is a terrible joke, why did you say it?" Ben groaned.

She crossed her arms. "Why not? It fits."

Ben had to tear himself away from Ruby's combat outfit, because who in their right mind let this girl wear a corset and a sliced up top, there went his fucking sanity, _goddamn._

And then he turned to the rest of her team, and, well. Clearly they were all better dressed than Zeta Squad.

"Hey, Ben!" A familiar blonde grinned, waving at him. "Long time no see!" Yang was wearing a tan jacket with orange lining and gold edging, unzipped halfway to show an orange crop top. The coat had darker brown short sleeves, a thick collar that completely encircled her neck, and two long gold-trimmed rectangular tails. Around her hips and under the tails of her coat was a brown belt, which had two pieces of dark brown material trimmed in gold attached to it. She tucked her dark brown pants into knee high brown boots with gold caps on the heel and toe, with the heel cap attaching to a gold strap across the front of her ankle, and a gold zipper on the upper half of the front of the boots.

"Yang Xiao Long?" Ben said happily. The two hugged, and Ben could feel the warm metal of her prosthetic arm through his hoodie. "Long time no see. How ya been?"

"Oh, you know, busy and what not," she joked. "But look at you! All...tall and stuff."

Ben narrowed his eyes and his smile grew sharp. "I am five feet and five and a half inches tall. _I will destroy you."_

"And I am six feet and two inches taller. I own your ass," Yang said, lowering her aviator glasses to reveal her threatening red eyes.

"Girls, girls, you're both pretty," Weiss sighed, having to be the voice of reason (again). She was dressed in a short, glittering dress with a color gradation of blue to pale blue, a sweetheart neckline, and a white, tulle petticoat. A white ribbon was wrapped multiple times around her waist, and over the outfit was a slightly sheer, long-sleeved blue shrug fastened at the collar with a large sapphire broach that had three pendants dangling from it.

"And you're still the shortest person in the room," Yang taunted.

"YOU WANNA DO THIS AGAIN, XIAO LONG?!"

Ben took one look at the furious look on Weiss's face and wisely backed away. As the two got into a verbal spar, Ben turned to the last member of team RWBY. She was a tall, pretty girl with silky black hair and amber eyes. The girl was dressed in long white tailcoat with dark gray lining and a sleeveless black crop top. She wore a white belt over black fitted pants, with thigh-high black heeled boots with gold-colored edging around the top.

"Who's this?" Ben asked. "I don't remember seeing you at the camp back when we were kids."

"I was raised outside of conventional Hunter programs," the girl said. She gave a small smile. "I'm Blake Belladonna. Ignore Yang and Weiss; arguments are their life blood."

"I can tell," Ben laughed, reminded of the many infamous arguments he had with Kevin.

"Don't suppose we could meet the rest of your team?" Blake asked hopefully. By then Yang and Weiss had winded down considerably.

"Uh, yeah. They're just suiting up right now," Ben said. "They should be out any minute now."

"Shouldn't you be too, then?" Yang teased.

"Shit, you're right!" Ben hurried down the hall. "Wait here, I'll get 'em!"

Ruby snickered as she watched him run off to wherever his team was. "Same old Ben," she said fondly as she rejoined her team.

"Ruby!" She turned to see Ceres, all prepped up for battle. "I wanna have a quick leader to leader talk."

Ceres' outfit was nothing to write home about: black Converse sneakers; form-fitting jeans that flared out a bit at the ankle; a black V-neck t-shirt with a white circuit board design; a blue phoenix pendant paired with a dark blue choker at her neck, a silver clasp gleaming against the left side of her throat; a slightly cropped tan leather jacket with multiple zippers, and finally a black personalized tool belt with numerous compartments. Black fingerless gloves were tucked into jeans pockets, and the movement revealed black and blue gauntlets similar to Yang's.

No, her outfit was nothing to write home about, but her aura was. And it wasn't the forcefield Huntsmen used. No, there was something about this girl that radiated power and confidence and danger. She was the calm in the hurricane, forcing men to their knees in utter shock and awe. There was just something about her that forced people to look at her, to fear her and love her all the same. Her glacial blue eyes looked into Ruby's own, nailing her to the spot with a calculating gaze. And then Ceres gave a beatific smile, revealing white shark-like teeth. "Heard you got a badass sniper-scythe. Can I see?"

Ruby let out the breath she had been holding and grinned back. "Yep! Here's my baby!" She unleashed Crescent Rose's full form, and she took in the sight of this intimidating young woman loudly squealing over Ruby's weapon like Ruby did with, well, any other weapon.

"I love it," Ceres gushed, trailing her fingers gently against the cool metal. "And you made this yourself? Jealous~"

"Didn't you make your own weapon?" Ruby asked curiously, still smiling gleefully.

Ceres huffed. "They're actually a heavily modified, modern version of my grandmother's gauntlets. I mean, they suit me, but _sniper-scythe_ ," she whined, holding the weapon close to her chest like a mother holding a baby.

"At least you didn't call it a scyther-rifle," Ruby muttered.

Ceres gave a glare that could have melted concrete. "Whoever told that pun gets a fiery punch to the crotch."

(Ben coughed elsewhere.)

"Hey, sis, who's your friend?" Ruby looked over to see Yang and the others walking over.

"Oh, you know, just having some leader to leader chat," Ruby said with a smile. "Sharing strategies and what not?"

"This is Ben's leader?" Weiss asked, scanning Ceres' well-built body and blushing lightly. "I can see why."

"You must be the rest of team RWBY," Ceres said with a nice smile. "Pleasure to be working with you."

"Same to you," Yang returned in kind. "It's nice to be back in town, to be honest. Haven't been back here since I was a kid."

"How was Bellwood back then?"

"...quiet, I guess? Kind of small?"

"If the rumors I heard were true, than any place with you involved would be loud and noticeable," a kind voice joked from close by. They all turned to see Zeta squad walking towards them- well, most of them, anyway.

From the look of things, the group had tried to create some sort of uniform among them, but hadn't tried hard enough to implement it. Ceres was dressed casually, as was Kevin and Kylie; Kevin was dressed head to toe in black, an old leather jacket completing the look, while Kylie wore a flattering green shirt and black pants, a plague doctor mask and other holsters strapped to her waist. Rook was the only one wearing his armor- Ruby got the feeling he rarely took it off, something she respected him for.

All in all, Zeta squad looked...casual. Relaxed. Little like all the other uniformed Plumbers and completely unlike how bombastic RWBY liked to look. For the most part, Zeta squad could blend in anywhere in Bellwood- and now that Ruby thought about it, that might have been the point.

She then noticed Kylie give someone a shy smile and wave, her face starting to pink.

"Don't think I've forgotten about you." Weiss grinned, waltzing over and- to everyone's utter _shock_ \- wrapping Kylie in a hug. ("She's never given me a hug," Ruby pouted softly.) "Sorry I haven't been able to text you for a while, the semester has been utter hell."

"It's cool, I've just been doing some crazy missions with Zeta squad. I almost died a few times!" Kylie gave an enthusiastic smile.

"Do you know her from your stint as a huntress?" Ceres asked curiously.

"Yeah, we went to the same camp," Kylie explained. "Technically I know her, Yang and Ruby, but I've always been closer to Weiss."

"Okay, but why'd you switch over to being a Plumber?" Ruby questioned the girl.

Kylie gave a half hearted shrug before answering, "Aliens."

Ceres rolled her eyes. "Viable answer, I suppose."

"I'M HERE! I'm here!" Everyone looked over to see Ben running over to the group. "Sorry I'm late," he apologized, quickly skidding to a stop. "So, let's talk strategy real quick."

Ruby had to stop herself from staring at Ben in his uniform. It wasn't anything too special- black cargo pants, green belts with black holsters, and a dark green shirt with some armor on it, not unlike Rook's torso armor. He fit in with the rest of his team relatively well... except now Ruby knew just how well Ben had grown over the years. His baggier clothes from earlier had hid it well, but puberty had been kind to him: he was still slender, but he had a broader chest and larger biceps and his ass looked _fantastic_ in those pants-

"Ruby, were you listening?" Weiss demanded to know.

"Ah! What?" Ruby spluttered, snapping back to reality. "Ah, sorry! Was busy thinking about...tactics." She had to stop her eyes from straying towards Ben after that.

Weiss glared, clearly not believing her, but she let it go for now. "Anyway, we should consider splitting up. We don't know Bellwood that well, and quite frankly I want us to go in small groups so we attract less attention."

"Yeah, you guys stand out no matter what," Kylie admitted, "and Zeta uniforms can be sort of militaristic. Well, depending on what the mission is, anyway."

"Yeah, you guys don't look as cohesive as most other teams," Yang noted. "Like, are you trying to blend in with a crowd? Are you still figuring out uniform ideas? It doesn't seem like it meshes well, is what I'm saying."

"Well, we couldn't really agree on any proper design, and none of us wanted to wear the Plumber armor," Ceres pointed out. "I've developed some uniforms we can wear, but those are more of a case by case basis. In the end, we just went with what was most comfortable."

"Well, it all looks individualized," Blake noted. "As long as it works, I don't see any problems."

"Before we go, though, can I see that supposed Dust crystal you found in that handgun?" Weiss asked. Ceres took it from one of her many pockets and handed it over.

"Thank you," Weiss smiled...before her face contorted in disgust. " _Ugh."_

"What, what's wrong with it?" Kevin said, concerned. "It looks like it's in good condition?"

"It absolutely is not." Weiss frowned. "Judging by the cut, it was done by some punk with improper tools. Probably points to some shady business in town. Noting that, they probably don't have aura either. Aura is required to use dust; a cut like this could've blown up in their face. And something tells me the robbers weren't able to use it either."

"So why have the dust in the weapons, then?" Ben wondered.

"Illegal trading system, probably," Blake hypothesized.

"So I guess that means we should look into Undertown while we can," Kevin noted.

Rook gave him some serious side-eye. "Are you sure you simply do not want to look for more auto parts?"

"Like you wouldn't?"

"Back to the details on the Dust job," Ceres interjected, "is there any way of knowing what was used to cut the crystal?"

Weiss shook her head. "It's so sloppy I can't identify it. It's like the punk who did this just wanted to bring in new materials to the field and used this as a demo."

The word 'punk' echoed around in Ben's head. This all sounded a bit too familiar: sloppy work, shoving tech unfamiliar to him in other weapons, and just how 'Earthly' the crime sounded…

"I think searching Undertown is unnecessary," Ben said with a grimace. "The culprit may not be clear to you guys, but for me? It seems obvious."

He walked over and typed a few things up on one of the bigger computers, bringing up some old case files. "A few months ago, we squared off with this tech thief who would steal alien weaponry and sell them for double the price to normal humans," Ben explained. "He was an idiot, but still managed to pull off a majority of heists under our nose."

"Sounds like someone we know," Ruby chuckled.

"For the past few months, he has been laying low," Rook carried on, "until apparently this morning, where security cameras at a nearby bar captured this footage."

The footage showed Fistrick, drinking in a booth, occasionally scrolling through his phone. He then looked up to see a rather fanciful man dressed in a bowler hat and pure white waistcoat. Team RWBY gasped in recognition.

Blake snarled. "Roman Torchwick."

Ben repeated the name in his head. "Who?"

"I feel like I know enough about him to explain," Ruby cut in. "Roman's a criminal involved in stealing expensive tech and Dust. I've crossed paths with him a few times. But what's he doing in Bellwood?"

"No idea," Rook said. "But what could Fistrick gain from this 'Dust'?"

"The ability to create more powerful weapons, a more efficient battery, weapons of mass destruction..." Weiss listed, "and selling it for double really isn't an option. I just can't get a read on this guy. He can't use it, so what's to gain?"

"Then why not just find out for ourselves?" Kylie grinned mischievously.

The Airbirds softly hovered above the water as the group quietly snuck out onto the wooden dock. Ceres signaled to the team to stay put before carefully tiptoeing up the stairs to the cargo area. No one was present, thankfully. Ceres motioned for the group to follow her, and with that they ran across the place and towards the warehouse.

The Zeta Squad headed to the right side of the warehouse, and Team RWBY went the opposite. Ben carefully fiddled with the Omnitrix, scrolling through a few icons. Ceres nudged him on the shoulder before pointing to a vent on the side. Ben smirked as he twisted the dial to a bipedal frog-like creature.

He slapped down the dial, and instantly, his stature began to shrink to the size of a mouse. His eyes bulged out, changing from regular pupils to horizontal lines with green sclera, and his skin turned grayish blue. He donned a green jumpsuit, with the Omnitrix locating itself on his back. "Grey Matter!" the little alien yelled, loud enough for the four to hear. His voice was high pitched and oddly adorable.

"You really think you can intimidate anyone with the little guy?" Kevin asked Ben.

Ben gave an unconfident shrug. "It worked for Echo Echo!"

"Echo Echo has better offensive tactics, my guy," Ceres told him as she pried the vent cover off. She motioned Ben inside. "Though this is perfect for sneaking around. Just don't get caught."

"We'll continue this nonsense when I find out what our so called criminal masterminds are up to!" Ben frowned thoughtfully before he jumped in.

Ben quietly crawled around in the vents, using the voices to guide him. _No cameras to be seen in this ventilation system,_ Ben thought to himself, _nor are there any heat or motion detecting alarms going off. For a tech genius he doesn't really care about security._ Ben finally turned down a corner with some light at the end.

 _Bingo,_ he thought, his frog feet flopping on the metal as he ran to the end. He put his ear up to the vent and listened carefully.

"Listen, bro," a tough voice berated someone. Ben peered through the half-closed vent and frowned.

"I can smell his body odor from here." He tried to stifle his gag reflex as he stared at the leader.

The gruff voice had a 'douchebag' vibe to him, straight down to his muscular appearance; he had an orange mohawk black and white face paint. He wore a black sleeveless shirt with a skull on it, and purple tattoos all over his body. He looked like he was in the middle of a midlife crisis.

"I don't know what you're trying to pull. Junior said you were gonna give me the Dust, and I'd give you some of my tech." Fistrick towered over Roman menacingly.

"Hey, hey, hey…." Roman's voice sounded nervous, but still had an underlying sense of confidence to it. "Sir, please. I often forget that my persuasive powers don't really work on stubborn people like you."

 _Powers?_ Ben thought, raising an eyebrow.

"Don't care. Why is this stuff not working for me?" Fistrick snarled. "When you used it earlier, I saw you use it to create tornadoes and lightning strikes, bro!"

Roman slapped his forehead. "Oh, of course! You need an aura for it work. I must've forgotten to mention that in the trade description. Oh well, you can just pawn them off to some other idiot. Tell you what, I'll make it up to you right now!"

"And what are you gonna do?" Fistrick said, crossing his arms.

"By sweetening up the deal." Roman smiled as he waltzed on over to some of the crates. "I had a feeling our agreement would either not work out all that well, or just fall apart due to some nosy people," he said with gritted teeth. "So, I had my men bring in some of the big guns to better appease you."

Roman clapped his hands; the crates suddenly opened up to reveal a lot of heavy machinery, some of which Ben had never seen before. Two things caught his eye; a mini militia of drones and a few larger robots. The drones were humanoid in shape and were metallic dark-gray in color, with red highlights on certain parts of its body, particularly its 'face' and chestplate. They looked menacing, but pretty weak. But maybe that was the point.

The larger robots resembled the smaller drones, but they had more spider like features to them, with four legs on its abdomen, two arms and an upright oriented body. It possessed four cannons, one at the end of each arm, and two larger ones mounted on its shoulders.

"Atlesian Knights," Roman crowed. "Served as the standard security model of Remnant for a few years. Then they upgraded and threw them out. Another friend of mine saw this as an opportunity to fix them up and put them to new use."

"Impressive, bro." Fistrick grinned, admiring his new toys. "I feel I should give you what you came for as well…" Fistrick led Roman over to a strange charging station. Ben couldn't see it all that well, so he climbed out from under the vent and stuck himself to the wall, observing Roman and Torchwick much more closely.

Fistrick pulled out a canister containing neon yellow electricity. "And here we go," he declared. "The batteries you guys need."

"I still don't understand what's so special about these batteries," Roman said, frowning. "They look normal to me."

"Well, bro," Fistrick grinned, "that's the thing: they're alive."

Roman raised an eyebrow. "Keep talking."

"Well, a couple guys decided to take me on a trip to this backwater town in the middle of nowhere. Joke trip, you get me? Me and one of my bros were fooling around with this rubber band ball, and this thing came out. We were able to capture it and find out all about it. When we tried to dissect it, it just cloned itself, so that's when decided to turn it into a profit," Fistrick explained, tapping on the glass.

"How... _interesting_ ," Roman breathed, as the energy suddenly gained a cohesive form. The thing was small, with plus and minus symbols on their back similar to a battery, and it had a lightning bolt-shaped marking on their chest. They stood roughly a foot tall, had pointy legs, and had three fingers on each hand. It was rather cute, in an odd sort of way. "What can these things do for me, though?"

"I was just about to show you that!" Fistrick crowed. He quickly put on an upper torso power armor and equipped two of the batteries to his shoulders. He went over and picked up one of the heavier crates with ease. Roman was somewhat impressed, but not bought over.

"So?"

"Watch this." Fistrick threw the crate up in the air and shot a blast of energy from out of his hands. It caught the crate in midair and kept it up there. "This thing manipulates the lowest possible energy that a quantum mechanical physical system may have. For example, I can immobilize targets with ease."

Roman blinked. "Now that's something I did not expect to come out of your mouth."

"I get that a lot," Fistrick said as he set the crate down.

Ben was caught off guard; Fistrick's weapon was actually impressive, too impressive for a human to construct. He either stole some blueprints from one his more genius friends, or he actually learned how to read.

"One word of advice, though," Fistrick warned, picking up one of the batteries. "If you really want to make a good getaway, give this thing a good shake." He shook the canister savagely, and the battery let out a horrifying scream. It caused sparks to fly and suddenly, the room went dark… just as the Omnitrix started to beep loudly. Ben swore quietly and, in a flash of green light, he was human again, at the worst time too. He fell to the floor just as the lights came back on.

"What was that?" Roman demanded to know.

"Oh, just an EMP, short range, should shut off weapons for a few seconds or s-"

"No, not that," Roman interrupted him. "I heard a beeping sound."

"I ain't got anything that beeps in here," Fistrick growled. "I hate the sound of that shit."

"Well, then." Roman glowered as he twirled his cane around. He scanned the room, looking for something. "Something tells me we aren't exactly alone."

"Seriously?" Fistrick sighed. "Probably those brats from the Plumbers."

"...you fight kids who fix toilets?" Roman asked incredulously.

"I wish," the punk chuckled as he pressed a button on a remote. A few crates burst open, revealing an army of robots, ready to fight. "Search the area! And raze the docks! If that kid is here, then his friends also have to be nearby."

The robots blew a hole in the side of the warehouse and stormed onto the docks, dead-set on taking down Zeta Squad and Team RWBY. The two teams watched from their vantage points and knew they were in for a fight.

Ceres sighed and threw off her jacket. "It's gonna be another one of those days, isn't it." And then she leaped onto the first robot, kicking it in the face so hard it caved in. The robot careened into another robot and both exploded on impact, sending shrapnel and fire everywhere.

"COME ON, YOU NOVICES!" Ceres shouted over the explosions. "LET ME SHOW YOU HOW OUTCLASSED YOU REALLY ARE!"

Ruby grinned as she loaded her weapon and rushed into the action. She slashed through a robot's torso effortlessly; this was the strength of Atlas robotics? Seemed pretty weak if you asked her.

Weiss drew her blade and ran into battle. Carefully, she slashed through the robots weak points, disarming them with well-trained grace, but quickly retreated; while fast, she wasn't exactly durable, an issue she would work on at a later date.

Kevin turned into his version of Swampfire (Smashing Pumpkins) and started barrelling through robots, using vine whips and fireballs for long and short range attacks. Rook ran up to him and leaped onto Kevin's back, using him as a platform. Rook jumped into the air and started shooting at robots from above, flying through the air as an arc before landing gracefully away from the action. His sniper rifle was already in hand.

Kylie whipped out her pistol and aimed it at some of the approaching robots. She quickly lined the shot and fired out a strong concussive bullet that put a hefty dent into the robot's head. She fired off a few more, watching them curve and hit more of her targets with ease.

Blake and Yang were in the back, fighting off hordes of robots together. Blake was the distraction, using her clones to jump around and make dents into metal, while Yang punched and kicked at their weak points, dismantling them into parts.

Yang smirked and started to play dirty: she unraveled the 'skin' around her robotic arm and shot it out like a harpoon; it ensnared a few robots, and she started tossing them around, hitting more robots and doing some notable damage to the field.

As well as disrupting some other battles. Ceres had melted a robot down with bright blue flames when another robot crashed into her work. "Hey, I was wrecking that!" she barked out.

"Sorry!" Yang yelled, as she threw them at some robots Kevin and Rook were destroying.

Kylie rushed through the battlefield, mainly acting as support to Weiss. She left a trail of thick smoke in her wake, not from running too fast, but to create a wall so her teammates could take a few quick shots at the robots. However, the robots quickly surrounded them. They were close to being overwhelmed, so Kylie released a quick smokescreen to hide them.

"Ok," Kylie huffed. "Now what?"

"Already on it," Weiss declared. Kylie looked under her feet; an intricate glyph had formed beneath them, and suddenly both of them were propelled into the air. Kylie took the chance to switch out her ammo for some scarlet bullets that were filled with strong fire Dust. She grinned as she fired it into the smog below-

And watched it all blow up. Kylie and Weiss landed on the ground, proud of their work.

"We still got it." Kylie grinned at her friend as she ran off to go help her team.

Ruby and Rook kept gunning down robots. Kevin, Weiss, and Ceres kept strategically breaking other robots. And Blake and Yang just did what they always did best:

Take names and kick ass.

And Ben...awkwardly waited for the Omnitrix to recharge.

"Come on, come on!" he said frantically, shaking the thing. It was probably still acting up due to that EMP, but he just felt so helpless watching all this go down.

"Well, well, well, what do we have here?" a snarky voice said. Ben turned to see the orange haired bastard himself, smoking a fat cigar and looking like the biggest pimp in town.

"Jesus, dude, do you go around picking up young girls to sell?" Ben taunted him.

"Not my style," Roman laughed. "Girls are a bit too feisty nowadays." He twirled his cane around and aimed it at Ben; a tiny reticle popped up as he grinned. "You, on the other hand..."

A shot rang out, and smoke appeared where Ben stood. But then a creature loomed over Roman, and a figure stepped out-

"Sup," Big Chill said, smirking. The form was unnaturally thin, Roman noted. Like a skeleton, but...mainly because it was.

"Just because you can presto change-o doesn't mean I still can't hurt you, kid," Roman snarled as he fired another shot at the alien...only for the bullet to pass right through him and shatter like an icicle when it hit a crate behind him.

"I'll give you a five second head start," Big Chill deadpanned.

Roman nodded before he ran off. Ben grinned as he decided to offer some 'aerial' support to the team. He flew off, leaving behind a wintery trail of air. Ben took in a deep breath, and he steadily exhaled; his ice breath ran across the field, freezing most of the robots that were in his range. The teams quickly got out of the way, especially Ceres; any cold temperature could potentially take her out of the fight.

But to be honest, that was the least of her concerns.

"YOU BITCH!" Ceres roared. "I WAS GONNA SCRAP ALL THIS!"

"WAIT, I CAN FIX THIS!" Kevin shouted. There were multiple explosions. "I FIXED IT!"

"THANK YOU, KEVIN!"

Suddenly, the warehouse started shaking rapidly. The front doors blew off, a cloud of smoke drifting out to the bay. Metallic stomps were heard before a giant robot stepped out; it was orange, extremely spiky, and had a multitude of weapons strapped to its body.

"GET READY TO RUMBLE, BROS!" Fistrick yelled from the cockpit, looking around the docking area.

"Oh, joy," Ben groaned. "These things."

"What exactly are they?" Weiss asked, lost. "I've never seen tech like that before."

"Class 12 Battle Suit. Illegal on Earth," Kevin stated matter of factly, "They're typically used by alien armies and require an electrical host to power it."

Ben's eyes focused on the back of the suit before pointing to it. "See those batteries? They have these little aliens inside of them. That's what Roman came for."

"So, how are we gonna take it down?" Blake asked, readying her weapon.

"I'll handle that part. You guys fire when I say so." Ben flew off, passing through the legs of the robot to freeze up its movements. Ben passed through him a few more times as the group below prepared to fire and-

Ben suddenly couldn't move. A bright blue light surrounded his body, immobilizing him in midair. Ben struggled to get free as Fistrick laughed from his cockpit.

Ceres scowled heavily. "I really need to get my hands on that tech. Or scrap it, so this bastard can't use it again."

"Big reason why I invested in this tech, Benny Boy!" Fistrick started to swing his arm around, sending Ben flying around like he was on a wayward rollercoaster.

"I THINK- I'M GONNA- HURL!" Ben yelled as Fistrick finally released him.

"BEN!" Ruby yelled as she watched Ben go flying through the air and into the water.

"He'll be fine," Kevin declared, shifting into a newer form Ruby didn't exactly recognize; this one looked like a strange, skinny Diamondhead.

"...the fuck kind of alien-"

"This is Rainbow in the Dark," Kevin grinned. "And believe me, I'm perfect for the job."

Ruby smiled softly. "Kick ass then." And then she ran as fast as she could to the water.

Ceres took a look at Kevin's form and smirked evilly. "Everyone, stand clear! Kevin, get ready!"

"Fuck yeah, let's light 'em up!" Kevin crowed. Rook sighed heavily as he and the others ran for cover. Dodging cover fire, Ceres ran behind Kevin and sent streams of blue fire towards his back. Kevin quickly absorbed the energy, his body flashing a vibrant array of colors. He grinned as he shot out a massive blast of energy that knocked Fistrick back, but barely left a notable dent in his stupid mech. Kylie and Rook quickly loaded their weapons and started firing at the thing, but yet again, no damage.

Ceres grimaced. "We either need a heavy hitter or a way to dismantle him piece by piece. Where's Ben?"

"He's kinda busy," Kevin said. "So, now what?"

"Let us handle that!"

Ceres looked over her shoulder to see Yang and Blake, standing on some strange black platforms Weiss had made with her semblance. Weiss carefully moved her glyph around, and the two went flying through the air...And together they beat back Fistrick's mecha with a brightly colored explosion.

Ceres blinked, and then raised an eyebrow. "I can work with that." She raised her voice. "Give me cover fire! I'm gonna dismantle this bastard up close and personal!"

 _Might I suggest...going for the big guy up top first?_ A nice, calm British voice whispered in the back of her head.

Ceres looked around, caught off guard.

"Uh, what was that?" Weiss' voice echoed in her head.

"Wait, Weiss? What are you doing in my thoughts?!" Kylie's voice suddenly chimed in.

"My thoughts? You two are in MY head!" Ceres shouted.

"You sure about that?" Blake's voice added.

Kevin gave a long, mental sigh. "It's Ben, obviously."

"Ben, we have talked about this. Team RWBY is still unused to aliens, you cannot just spring telepathy on them," Rook chided, shaking his head like a disappointed older brother.

 _Well, considering the schematics on this thing,_ Ben said mentally as a strange crab-like creature crawled out of the sea. The alien was a light brown crab, with pincers for hands and six legs. He wore a belt/back brace (alien anatomy was weird, Ruby thought) with the Omnitrix on it. And, most importantly, no visible mouth. _Taking out the driver makes this thing ten times easier to take down._

Ceres hummed out loud. "True, but that's also most likely going to heavily guarded. I was going to take out one of its legs and then go for the head while he's freaking out."

 _I think it's best to utilize all assets. Take out the head and the leg at the same time...with a little something special,_ Ben said cheerfully as he looked over at Kylie.

"...I don't like the look you're giving me, Ben."

Ceres gave a little half smile. "Are you thinking what I'm thinking?"

 _Most likely!_ Ben chirped.

"I always did like a man who could use his brain."

 _You flatterer~_

Ruby slapped the back of his head. "Focus! What are we doing, exactly?"

Ceres quickly relayed the plan, and everyone grinned sharply.

And then Yang ran at Fistrick, screaming like a valkyrie as her hair was lit aflame. She punched a leg and made a noticeable dent, but she still had to run when the giant foot moved to squash her.

Ceres took her place and merely lifted her hands up, stopping the metal from crushing her. She sent brilliant blue flames into the exhaust pipes of the foot, melting the wires and metal inside. And then she ran for cover as the mecha went lopsided, its left leg wobbling as metallic blood leaked out onto the pavement.

"Hey! Do you have any idea how much that'll cost to repair?" Fistrick cursed at her. And then something landed on the windshield of his robot. He turned to see Kylie, latched onto his ride tightly.

"And what are you gonna do, kid?" he taunted.

Kylie reared her head back and broke through the glass with her mask, her beak coming dangerously close to taking out one of Fistrick's eyes. Smoke rapidly leaked out of the sides of her mask, blinding Fistrick in a purple haze.

"Have fun, fucker," she snickered over the sounds of gunfire. She flipped him off as she jumped off and dissolved into thin air.

"The fuck was that?" Fistrick growled, unable to see anything. "Was this just a part of their plan to take me out? Pretty fuckin lame, actually!"

Kevin sent a few spears of light at the mecha's one good leg. One spear jammed into a joint, and one gunshot from Rook sent it further into the leg. Weiss formed a massive glyph as she twirled her hand a few times, forming an equally massive ice crystal behind her. She grinned as the iceberg went flying through the air, piercing one of the arms of the mech. Blake and Yang jumped onto the other arm, sending punches and gunshots into the joints, making it twitch erratically.

"Oh, you're...asking for..." Fistrick suddenly felt his eyelids grow heavy as this vision started to blur. "You...kids...need...naps..." With that, he fell asleep at the wheel.

Ben grinned from the ground. _Perfection. The plan went off without a hitch!_

"How'd you even figure that out?" Weiss asked, studying Ben's odd form.

"Aliens, obviously," Ruby said impishly.

"Brainstorm has an IQ of 10 to the 36th power," Ceres explained. "He can basically verbally destroy anyone with a single glance. He's very intuitive and good to have around so we can figure out how to take down newer enemies with ease."

 _Though, I'm sure our illustrious leader would have figured it out relatively quickly,_ Brainstorm conceded.

Ceres smiled beatifically. "You charmer." And then she looked at the downed mecha. "So! Who wants to help me scavenge for parts? Mama needs new weapons."

Ruby grinned as she flashed her scythe. "Thankfully, I can help with that."

As the two girls went to the giant robot, Ben shifted back to human, rubbing his jaw. It was always so _weird_ not having a mouth, how did Cerebrocrustaceans even eat? As he mused, he noticed the other members of Team RWBY walk up to him, and- was that Blake checking him out? Ben had worn the uniform because he wanted to get Ruby as flustered as she had made him, but he didn't think anyone else from her team would have noticed.

 _Rook was right_ , Ben thought. _I need to think these things through._

But Blake didn't say anything about that. Instead she asked, "So, is this normal for you guys? Fighting giant robots all the time?"

Ben scratched. "Well, yeah. Alien business is weird all around. I'm guessing you mainly deal with Grimm?"

Weiss, you had been smiling at a nearby Kylie, shook her head. "Well, we have dealt with wayward Atlesian tech, but that was on a busy highway."

Ben blinked. "I-seriously? You could have been killed?"

"Yeah, it was fun," Yang said cheerfully.

"I-I don't think-"

They heard the screeching sounds of metal being ripped apart. They all turned to see Ceres neatly gutting the giant mech, a manic gleam in her eyes. Kevin was right beside her, taking an entire engine block from the robot.

"...something tells me we're gonna see some of this on the black market," Blake said stoically.

Rook, walking past them, stopped and shook his head. "Ceres will reuse anything she can, and any scraps will be melted down. Kevin… well. He just needs stuff for his car."

And then they heard them both laughing maniacally, and Ben quickly darted after them. "No! We are _NOT_ recreating the birth of Frankenstein's monster again! We're still paying off the last of the damages!"

As he ran off, team RWBY slowly turned to Kylie and Rook. The girl and the alien just looked at each other and smiled sheepishly. "I doubt you wanna know the full story," Kylie told them.

"I kinda do…" Ruby sheepishly whispered.

Servantis didn't like one thing about Max Tennyson's grandson. The irresponsible little brat was a quip-making, brash rookie that was only revered for the fact a boy his age could control the most powerful device in the universe.

Servantis especially didn't like when he didn't see results from a mission, something that was _very_ common with the squad Ben had joined. Each assignment of theirs cost the Plumbers millions (thousands on a good day) to repay, or missed the goal entirely. It was absolutely insane that this boy was still kept around, and he was absolutely frustrated that his team was more concerned with 'scrapping the robot' than finding the culprit Torchwick-

"You ok, Servantis?" Max snapped Servantis out of his inner meltdown.

"Of course," Servantis said coldly as he looked over at Ben and the others. "I just need to speak with them." He walked over, and the group quieted down. Ben rolled his eyes as he stood up.

"Magister Servantis," Ben said with forced politeness. "How did we upset you now?"

Servantis scowled. "You failed to catch the mastermind of this operation."

Ceres raised an eyebrow. "So? Not a big deal. We took care of the robot army Fistrick whipped up, captured Fistrick, got blueprints-"

" _But he got away,"_ Servantis repeated, this time through gritted teeth. "I thought you brought in extra help. How could you NOT have captured him?"

"Um, Magister?" Weiss spoke up. "In all honesty, we were focused on taking down the mech. Roman just slipped through our fingers, that's all-"

"I didn't ask for an excuse," Servantis snapped.

"Hey, she was just explaining the situation! No need to be so rude," Yang shot back.

"And yet, I have to," Servantis countered. "You kids should not even be on these types of missions if I don't receive the best results. You just irk and disappoint me each time, especially _you_ ," Proctor pointed his finger at Ben. "As the grandson of Max Tennyson, I expected more from you."

Ben gave him a blank stare. "Uh huh," he said. "You done?" Servantis didn't say anything. He simply stalked off, knowing his words would fall on deaf ears.

"What's his problem?" Blake asked, annoyed.

"Proctor's a perfectionist," Max explained as he walked over. "Everything has to go according to plan, or he'll bust a gasket. I suppose being a higher up does that to you. You kids did good. Don't let him tell you otherwise. Besides," Max motioned over to a truck carrying some of the aliens that were trapped inside the batteries. They were jumping all around, happy to be free. "I think we found a new energy source for Undertown."

As they all prepared to leave the docks, Ben surreptitiously looked at Ruby and started to think. _Honestly, I don't expect anything to go on plan for a while. Especially with her back in town._ He paused as he looked up to the darkening sky. _Still, the fact that our enemies are collaborating...what the hell does that mean for the future?_

Servantis looked behind him to make sure no one was following him. In all honesty, he was mad about two things going wrong tonight. And now that he had chewed out Tennyson and his gang...

"Why the hell did you not get captured?!" Servantis snarled into his communicator. "We had a deal!"

"Sorry, boss," Roman drawled from the other side. "You said I was fighting against a shapeshifter. I expected a kid that would, I dunno, go from large to small or something. Not a fuckin' skeleton that's a living freezer."

"Perhaps if you paid attention to the debriefing, you would know about how truly dangerous Ben Tennyson was," Servantis snarled.

"Look, we can plan something out," Roman offered. "I'm still in town."

"Not now," Servantis said, as he looked back over at Ben. "We still have much to do..."


	30. Undertown

I got distracted by Pokemon, sorry

* * *

When Ben said that he would treat Ruby to a snack, she expected something like a burger at some shack she passed when she came into town. Not a smoothie joint for "cool teens". Though she had to admit the place was pretty nice, full of warm colors and comfortable couches, soft rock playing in the background. She could see why teenagers flocked here.

Ruby stared curiously at her drink, which Ben had selected for her. The boy in question was contently sipping at at his own, which surprised the redhead.

"Thought you hated these things," Ruby noted, taking a sip of her strawberry kiwi.

Ben stopped drinking and smiled at her. "Things change. I'm a different man now, Ruby. I have different tastes, different aliens, and a different signature outfit."

"Oh really." Ruby smiled slyly. "So, how about that Sumo Slammers reboot?"

Ben slammed his cup down on the table. "I love it. Good restart for kids."

"So, what was that you were saying about being different?" she teased.

He pouted. "Hush."

"No. So, what's the deal with this place?" Ruby asked. "Why here? I figured Burger Shack would be more up you alley."

"Oh, I got introduced to this place by my soccer team," Ben explained. "Made an impulse decision to get one, and, well, I have my picture on the wall now." He motioned over to the left of them. Ruby looked over to see a picture of Ben, with a caption underneath it: _**GIVE THIS MAN NO SMOOTHIES.**_

"Uhhh..."

"It's a joke, they find me endearing," Ben said, shrugging his shoulders.

Ruby gave him a look.

"...ok, it's because whenever a villain finds me, it's usually here, and the staff here think I'm a bad luck charm..." he confessed.

"Come on, that can't be true," Ruby laughed. "You can't be that unlucky!" Ben looked to the side and coughed awkwardly.

"...oh my god you're _that_ unlucky," she gasped.

"Animo tried to kill me at this very table." Ben grimaced before pointing out the window, where all the outdoor seats were. "An alien elephant tried to flatten me over there, and an alien squid attacked me in the bathroom."

"You lost me at elephant."

"Most people do."

"Ok, all that sounds crazy, but I don't think they should ban you for being here when trouble happens," Ruby argued.

"I mean...I _am_ a big target," Ben said, motioning to the Omnitrix. "I know it's been a while since we've last seen each other, but you gotta believe me. My enemies just keep learning from each of our fights. Improving bit by bit, using whatever they can to get even."

"Jesus," Ruby said, wincing. "How serious are they?"

"Eh, like I said, they just want to get even with me, society, or someone who wronged them," Ben said, shrugging. "I give them credit for improving. I just wish it was in the right direction, ya know?"

"They can't all be Kevins, Ben," Ruby said, patting his shoulder.

"I know, but a guy can dream," Ben sighed, slurping his chocolate banana smoothie. "How's your drink?" Before Ruby could answer, a scream came from the kitchen area. Ben and Ruby looked over to see two people wearing black hoodies; one was taller and the other was much shorter, presumably a female.

What really caught Ben's eye was the taller one, his hoodie had two strange holes on the sides, like they were secondary arm holes. Ben ignored that, though. The taller one was threatening the underpaid cashier with something-

"Is that a fucking gun?!" someone yelled, and the customers began to freak out. Ben and Ruby ducked down beneath their table.

"Ok, yeah, about that whole, 'people attacking whenever you're around' thing?" Ruby nudged Ben as he activated the Omnitrix. "Still bullshit, but _man_ you have horrible luck."

"Tell me about it." Ben rolled his eyes as he slapped down the Omnitrix. With a green flash, his body began to change. His arms bulged out and became a shiny green metal. His torso widened along with his head, the latter of which turned the same green as his arms, only to be covered with a metallic, grey helmet with a lighter set of grey eyebrows sprouting off of it.

A tiny squadron of Slapbacks snuck across the floor, unnoticed by the robbers or the panicking customers. Ben could hear the demands of the taller bad guy.

"Dude, just hand over the money. No one needs to die today," he growled. There was an odd tone to it, as if he couldn't believe he was actually robbing someone. But he didn't stop the cashier from shoving money into the bag, and without hesitation he slung it over his shoulder.

Some of the clones jumped onto the counter and grabbed the gun. The gun grew heavier, weighing the bad guy's hand down so that it couldn't lift off the counter. The robber gasped, caught completely off guard.

"What just happened?" the second robber asked.

"I-I don't know!" the first panicked. Suddenly, more Slapbacks latched onto the arm of his hoodie and ripped it off, revealing red plating underneath. The man gasped, trying to hide it with his other hand. "Shit! It's wearing off!"

"Already?! I thought we had more time!" The girl said.

"Whatever! Just grab the money and let's go!" The taller one snatched the bag full of money and bolted for the door. Ruby sprang up and attempted to stall their getaway by grabbing the girl, but the girl was just a second too fast for her.

Too fast for _HER,_ the girl with superspeed.

"...uh, what just happened?" Ben asked.

Manny _hated_ doing what he had to do. Theft, running from the cops, and other seedy activities... a few months ago, he was just a kid in a foster home with his foster sister, Helen. One second, their father was welcoming them in, and then knocking them out.

Next thing he knew, he woke up as a weird four armed alien, like those alien heroes he saw on the news from time to time. Next to him, his sister, now transformed into a speedy velociraptor. The scariest part wasn't the whole mutation, or the fact they'd been used. It was the fact that a full year had passed, and they remembered _nothing_.

So, they were vagrants. They wandered the streets at night, to avoid being seen and reported to whoever could arrest them and take them to some government lab for testing. This went on for a few months, and they were cold, hungry, and willing to do anything to go back to being human...

And then, _he_ showed up.

The boss. He took pity on them and took them to his workplace: an underground city where they could be one with aliens, and never have to worry about people finding them. He even setup an apartment for them, but under a condition.

Doing his dirty work in return for a work in progress 'cure'.

Manny felt sick after injecting the needle into his hand. It was normal to feel a bit woozy and lie down for a bit, but today, he felt the worst kind of nausea imaginable. He flopped on his bed and breathed heavily as his second set of arms retracted into his body, and his vision blurred as his four eyes became two. His body became shorter, going from a good 7 foot tall stature to a basic 5'6''.

He stared up at the ceiling, weird colors floating around the air. Another common side effect that the boss's men were working to prevent from happening. Manny watched them dance around for a bit as he built up the strength to get up and look in a mirror to see if everything was normal.

Manny soon hobbled to his drawer, and looked at his normal, human reflection; brown skin, amber eyes, and his signature afro that all the girls loved. He grinned as he posed in the mirror, relieved to be back to his normal self. But deep down, he knew it was temporary. 72 hours would come and go like a blur.

"Seriously?"

Manny looked over to see the now human Helen, standing in the doorway with her arms folded. She had pale skin with black hair that had a blue streak running through it. She was a lithe girl that didn't really catch anyone's eyes, but she didn't mind.

"What? I can't help it. I'm a charmer," he said, grinning.

"Uh huh." Helen sighed. "I wanted to ask you about...well, what happened at the smoothie shop."

"What about it?" he aasked.

"With the gun. Why'd you set it down?"

"I didn't. It was just...forced down." Manny shrugged. "I dunno. Maybe the dude had powers and we didn't know it."

"That still doesn't explain as to why he ripped off your hoodie."

"So? Why are you worried?" Manny asked, picking up said hoodie.

"I...I dunno. Just keep low for a while, will you?"

"Gotcha," Manny acquiesced. "Anyways, I'm gonna take this to Pakmar's Tailoring."

"I thought he ran a food market," Helen remarked.

"Business got wrecked. Again." Manny sighed wearily. "Seriously, who's responsible for all that destruction? Who takes time out of their day to ruin someone's reputation?"

(Elsewhere, Ben coughed.)

Going down the elevator shaft, Ben looked down at the torn hoodie piece he'd snagged. He didn't know why he hung onto it, but his gut told him it was important to the case. It was strange, but hey, his gut feelings normally led him in the right was no reason to start distrusting them.

The elevator doors opened, and Ben and Ruby stepped onto the base. It was quiet for once, save for the occasional clack of a keyboard. Ben glanced to his left to see Max and Rook filling out some files, with Blake sitting in another chair, eyes focused on a book titled _Ninjas of Love_.

(Ben had heard about that book, and _by god_ there were a lot of jokes involving said book in the Sumo Slammer community.)

"Where is everyone?" Ben asked, looking around. "I know it's Wednesday, but I expected this place to be a bit more lively."

"Kevin's working at the mechanic shop, Yang and Ceres are sparing, and Kylie and Weiss went to the mall," Blake explained, not daring to look up from her book. It was getting too juicy.

"So, it's just us?" Ruby wondered.

Rook nodded. "It appears so."

"What happened with you two?" Max asked curiously.

Ben dangled the torn piece in his hand. "Fresh Press got robbed."

Max raised an eyebrow. "I thought you were banned from there."

Ben got red in the face. "No, no, not exactly," he stammered. "But still! It got robbed and the perpetrators got away with the money."

"Hm," Max said thoughtfully. "You know, the shop upstairs has some tasty milkshakes...and family discounts..."

"I'm just not a milkshake person, ok?" Ben shrugged.

"I am, though," Ruby pouted.

"I still do not see why it'd be Plumber jurisdiction," Rook said pointedly. "Basic theft does not seem alien to me."

"Well, considering the guy had red plating on his arms and the girl was literally faster than me using my semblance," Ruby explained, "I'm gonna say aliens."

"Fair point," Blake said, reluctantly closing her book. "So, what now?"

"Well, if you think it involves aliens..." Max drawled, standing up from his chair, "then you four are going to have to go where most aliens in Bellwood live."

"And where is that, exactly?" Blake asked, raising an eyebrow.

"Undertown," Ben said, smiling slyly.

Blake and Ruby shared an incredulous look. "What?"

Blake felt nostalgic for the markets in Menagerie, which was odd, since Undertown's market was completely subterranean and so, well, _alien_. There were so many new sights, sounds, and smells all around her; it was more than a little overwhelming. For her, at least.

Ruby was mesmerized, darting from stand to stand, ogling all the weird fruits and trinkets that were being sold. She was vibrating with excitement; she'd never been exposed to this much alien culture at once. She quickly regrouped the investigation crew.

"This place is amazing!" Ruby gushed to Blake as she started to devour something that looked like a drumstick, but bright green and covered in purple spots.

Blake kept her eyes focused on the 'drumstick', wondering where the hell that thing came from and if it was even safe for Ruby to eat. "It sure is. Where'd you get that?"

"Free sample from a vendor," Ruby smiled. "Tastes good! Wanna bite?"

"I'll pass," Blake politely declined. "So, what's up with this place?"

"Well, a few years back, following some intergalactic conquest, aliens started to flee their home planets and go wherever Plumber bases were set up. A bunch of aliens came to Bellwood 'cause of, well, me." Ben explained. "I _am_ the guy that took out Vilgax."

"I don't know who Vilgax is," Blake deadpanned.

"Space Cthulhu," Ruby said bluntly. "Really strong, but somehow lost to a ten year old. He shoots lasers out of his eyes."

"That just raises more questions."

"Hold that thought," Ben told them as he raised arm up to halt them. Blake and Ruby turned to see some sort of alien bar, looking horribly run down and seedy. "This is our first stop."

"We will handle this," Rook said, pulling out his Prototool. "I assume we are doing the 'good cop, bad cop' situation?"

"Yep. Dibs on bad cop!" Ben grinned as he dialed up an alien on the Omnitrix. The two walked in, leaving the girls alone. Blake could hear some commotion as Ben and Rook entered the bar, but it fell silent within seconds.

Ruby lightly tapped on Blake's arm. "Are you doing alright?"

Blake sighed. "I guess so? It's just weird to be here. I mean, I just recently found out aliens exist and they have societies set up on Earth. I'm just kind of overwhelmed," she confessed.

"I get it. Ben's cousin went through a similar problem. Yours is just...a little more subdued," Ruby told her gently.

"I think the weirdest thing about the whole experience is Ben," Blake admitted.

Ruby raised an eyebrow. "Why's that?"

"Well, considering he can transform into any alien out there," Blake explained, "it kinda confirms we're not alone in the universe, that there's a lot more scarier threats beyond the Grimm, not to mention the powers on his aliens. That crab guy could read minds, you mentioned one that could make itself smaller and denser, and that moth alien that could freeze people from the inside out? It's just... _scary_. Not to mention, the fact you took down some eldritch alien warlord as KIDS? There's no telling what Ben's truly capable of."

"Yeah..." Ruby sighed. "Ben hasn't even scratched the surface of his powers. It can be scary to think about the entire cosmos being shoved into some tiny wrist watch."

Blake shuddered at the thought of that. "I'm just glad he's your best friend."

"Believe me, Ben doesn't have any plans to be evil. He's a pure boy." Ruby smiled reassuringly.

Just then, a crowd of people ran out of the bar Ben and Rook walked into. Infernal screams could be heard from inside, worrying Blake and Ruby, before they were abruptly cut off with the sound of a cage locking.

Something toddered out the door, Rook following behind. The creature was a green and yellow-skinned, ogre-like alien with a dark green metal cage helmet covering its face. Connected to this cage was his armor, which wrapped around his shoulders and went halfway down his chest. The armor was connected to his pants by chains. The Omnitrix was placed perfectly in the center of his chest plate.

"Well, good cop..." Ben wheezed, "Bad cop was a...bust. No one...really answered. Just screamed. A lot."

"What the hell is that thing?" Blake asked, plugging her nose. The alien's smell was _pungent._

"This is Toepick, a Decipulain. They are known for their frightening faces," Rook explained.

"I am...the void that stares back," Ben coughed.

"Ok, that is the most forced 'edgy' sentence I've ever heard." Blake snickered.

"Told you he was pure!" Ruby chirped.

"What?" Ben raised an eyebrow underneath his mask as he reverted back to human.

"Nevermind," Blake said quickly. "If you didn't find any answers here, then maybe we have to look elsewhere. Do you still have that hoodie sleeve?"

Rook held it up. "I do."

Blake grinned. "Know if there's any tailors around here?"

Blake looked up at the sign; it was written in some blocky alien language she couldn't even _begin_ to comprehend, but she trusted Rook when he said it was a tailor shop.

"Why would you want to look here?" Ben questioned.

"Well, there's a chance that if the guy wants to keep his identity a secret, he'd take his hoodie to some place like this," Blake explained. "You didn't see his face, right?"

"Good point. How'd you know this?"

"Experience," Blake said flatly before walking into the building.

"Blake's essentially our 'thinking outside the box' person," Ruby explained. "She didn't go to a traditional hunters training ground."

"That explains a lot," Ben said, as he followed Blake inside...and was immediately hit in the head with a shoe. "OW!" he cried out in pain. Ruby rushed to Ben's side, fully expecting someone dangerous inside the shop.

Ruby instead was met with a little green alien with warts on his face, standing on a table. His eyes were on the side of his face similar to a bird. He wore a small black suit with silver armor. "YOU! OUT OF PAKMAR'S SHOP! NOW!" the little alien shrieked.

Ben opened his eyes and groaned. "You again? I keep telling you, I'm not the problem!"

"DON'T CARE! OUT!" Pakmar picked up another shoe and chucked it. Ben ducked as he scurried out the door. Ruby looked to Rook for an answer.

"Ben has _terrible_ luck," Rook briefly explained.

"I should start calling him Johnny 13 then," Ruby joked.

"Oh, fuck you, 'Kitty'!" Ben yelled from outside.

Pakmar cleared his throat. "Anyways...you were saying?"

"Has anyone ever come into the shop with the same material as this hoodie?" Blake asked, holding up the torn sleeve. Pakmar held the thing in his hands and thought for a minute.

"Not only has Pakmar seen this material, but Pakmar even has hoodie on hand!" He motioned over to a jacket sitting on a hanger in the back, with a sleeve torn and two holes cut underneath the main armholes. "Why? Are you returning sleeve?"

"More like investigating who made the order," Rook said, flashing his Plumber's badge.

Pakmar nodded. "I see. Let Pakmar pull out list of client who come in recent-" Pakmar couldn't finish his sentence as he was ensnared in an orange web and pulled into the back of his store. Rook and the others didn't even flinch, instead pulling out their weapons.

Blake's bow suddenly moved; she could detect someone in the next room. She threw her weapon and it embedded itself in the wall of the building. Using her ribbon as a grapple to pull herself in, Blake flew towards it, and at the last second drew her katana out of the Gambol Shroud's sheath, twisting in the air, and slicing the wall into three pieces. The wall collapsed, revealing a small group of alien mobsters, armed to the teeth with weaponry.

Rook activated the Tonfa mode on his Prototool and ran towards one of the larger aliens. Fistina grinned. "I could do this all day," she taunted in her strange Russian-like accent.

"I could say the same thing," Rook retorted, before ramming Fistina with his shield.

Blake faced off with the rather disgusting looking Bubblehead. The freak fired a few shots at her with his weapon of choice, but she evaded them with graceful ease.

"Stay still, you!" he hollered, right before Blake cut the blaster in two. Poor guy didn't see it coming, and Blake's yellow eyes drilled into his soul.

"Run," she ordered, and suddenly Bubblehelmet was running.

Ruby gasped as Tummyhead lifted his hammer, before he awkwardly tensed up and shook violently. The head on his chest started to convulse, as he dropped his hammer and started bashing himself in the face with his fists. Ruby cringed in pain, but she was fully aware of what was going on.

"Stop hitting yourself, stop hitting yourself, stop hitting yourself!" Tummyhead teased himself, but there was an odd layering to his voice.

"Alright Ben, you can cut it out," Ruby sighed, and Ghostfreak popped his head out of the thing.

"Sorry, sorry," Ben said. "I just really wanted to do that." He snapped his fingers and immediately it was like a poltergeist had been set loose. Clothing started to fly around the room, whacking into people and wrapping around their limbs to obstruct their movements, before finally tying around them and acting as ropes.

"You couldn't have done that earlier?!" Blake yelled.

"Hey, Pakmar told me not to come in here," Ben shot back as he reverted. "I'm willing to respect his wishes."

"Whatever," Blake dismissed, rolling her eyes.

"So, what are we gonna do now?" Ruby asked.

"Another routine of the cops?" Rook said hopefully. "Dibs on the bad cop."

"Nah," Ben shrugged. "We didn't get anywhere doing that. I think we're gonna have to think outside the box." Ben activated the watch and scrolled to a mechanical looking alien. He slapped down the watch and quickly transformed.

Ruby blinked. "This one looks familiar..."

The gear on top of Ben's head started moving backwards as a giant green cube surrounded the area. Blake looked around, confused by what was happening. Suddenly, the debris from the building started floating up and reattaching itself back in place, as if nothing happened. Something caught her eye; projections of people appearing right before the door of the building.

"Wait, what's that?" Blake asked. She looked over again to see that those people had become much more detailed...and she soon realized she was staring at the back of her own head.

"Woah!" Ruby gushed as she ran over to see her past self. "That's so cool!"

"Best recommend staying away from those things, Miss Rose," Rook cautioned. "Especially your own."

"Why? What's so dangerous about them?" Ruby wondered as she walked away from her projection.

"Let's just say the results aren't really pretty," the mechanical alien answered in his thick German accent. "Clockwork's not much of a fighter, more of an effector."

Ben continued to rewind time. Blake watched as minutes passed by in seconds. It was weird watching such simple events in reverse, especially watching people walk out facing forward. Blake looked over Ben's solid gold form and wondered how much it would cost if he was all melted down.

And then the key on the top of his head stopped turning, and the broadcast stopped. Blake looked back to see the frozen image of a young African American male, carrying that same tattered hoodie.

"Alright, there's our culprit," Ben declared as he trudged on over, the others following suit. The key began moving again, this time clockwise. The teen entered the store, and the group followed him in.

"What can Pakmar help you with?" the past projection of Pakmar asked cheerfully.

"I need a replacement for this sleeve," the teen said, laying the hoodie on the counter. "Uh, it got torn off when I got in a fight."

"Hmmm." Pakmar nodded. "Do you want Pakmar to patch up these two holes as well?" He motioned to the cutout holes on his hoodie. "And on your shirt as well?" Blake didn't even notice until Pakmar pointed it out.

"Uh, no thanks," The kid blushed, embarrassed.

"What name can Pakmar put this under?" The alien asked, pulling out a book and a pen.

"Oh, you can put it under Manny. Manny Armstrong."

With that, the projection ended, leaving the team in the ruins of Pakmar's store. Ben reverted back to human with a big grin on his face. "Gotcha."

Rook pulled out his Prototool and transformed it into its scanning mode. He typed something into the interface, and a few results popped up. "There are records of a Manny Armstrong living in an apartment complex not too far from here."

"He looked so human, though," Blake noted. "Why would he be living in Undertown?"

"I dunno," Ruby said, frowning. "Guess we'll find out."

Manny swung the door open, carrying a bag full of Chinese food from topside. "Dinner time!"

Helen grinned as she eagerly set down her book. "Finally, something that's recognizable!"

"Yeah, and it isn't alive when you put in your mouth," Manny chuckled as he pulled out the food. "Let's dig in!" Suddenly there was a knock at the door. Manny looked up from one of the take out boxes and glanced towards the door.

"You expecting company?" Helen asked.

"No. You?"

"...wait, is it rent time again?" Helen groaned.

"Aw, damn it. Think it might be," Manny sighed as he walked to the door. "Look, the money's coming, you don't need to come down and harass us-" He swung open the door to see Rook and Ruby standing there. "Oh."

"Hello, Mr. Armstrong." Rook cleared his throat, flashing his badge. "We have some questions for you involving your whereabouts this afternoon."

"...dude, why so formal? We know he was at the smoothie place and the tailor's." Ruby raised an eyebrow.

"Sorry." Rook smiled sheepishly. "Force of habit."

Manny knew immediately he was in hot water. He gave a quick glance over towards Helen, and immediately the two of them were running for a nearby window. Manny grabbed a chair and threw it through the window...only for it to be immediately sliced in two the second it smashed against the glass. Blake jumped through the window, her Gambol Shroud having gained a more notable coat of green and black. The blade of her katana was glowing a bright green. Upgrade's head popped up from one side of the blade.

"Hiya!" Ben grinned. "We have some questions."

"I still don't see why you wanted to possess my weapon," Blake said flatly.

"Thought it'd be cool."

"I mean, he's not wrong," Ruby agreed, practically drooling as she eyed the weapon.

"If we could get back on topic," Rook said sternly. "Manny Armstrong, you and your associate-"

"Sister," Manny corrected him.

"Apologies. You and your sister are under arrest for involvement in-"

"Listen, we just wanted to be normal again!" Helen blurted out.

Blake's bow wiggled in confusion. "Normal? I don't exactly follow. You two look human to me."

"Yeah, I agree." Ben eyed the two. "No signs of being aliens whatsoever."

Literally the second Ben said that, Manny's eyes started to sting. He clutched his head in pain,as his eyes started to split, to the horror of everyone in the room. "No, no, no-!"

"No! He said it was good for-!" Helen screamed in pain as her skull started to change shape.

Blake couldn't take her eyes off their mutations; it was so graphic, but her mind had gone into shock. There was no accurate way to describe what she saw, other than mentally repeating _what the fuck_ over and over again. But the sounds she heard; the cracking of their bones, and their _screams_...they would be forever seared into her mind.

Manny breathed heavily as he looked down at the two sets of arms he now possessed. "That son of a bitch lied to us!"

"I thought he said it was good enough for 72 hours! It hasn't even been four!" Helen grimaced. "Sorry. We have _other_ things to attend to right now." Helen suddenly blitzed everyone in the room, knocking them back. She practically flew through the door just as Manny jumped out the window.

"She's not getting away this time!" Ruby declared. She and Rook took off running after Helen, and Ben and Blake took off after Manny. Helen wasn't as fast as a normal Kineceleran adolescent usually was; they could reach speeds of 600 MPH, while Helen's was a failing 120 MPH. Ruby could reach 115 MPH at her current level, which proved enough to keep up with the sonic youth. Ruby jumped into the air and quickly followed by performing a downward rifle shot. A quick sheet of ice spread across the ground.

But it didn't work; Helen jumped off the ground and ran on the walls of nearby buildings. Ruby gasped as she leapt over the patch of ice, still following the girl. "CHEATER!"

Meanwhile, Ben and Blake jumped from rooftop to rooftop, hot on Manny's tail. Blake's eyes were filled with determination as she flung her weapon (and Ben) at Manny. Ben sent his hand through the ribbon in an attempt to grab Manny, but Manny quickly escaped his grasp. Manny started throwing broken chunks of roof at Ben and Blake, but Blake simply avoided them with her shadow clones.

 _Fuckin' Naruto,_ Ben thought to himself as Blake threw him again. This time he grabbed a hold of Manny's hoodie and dragged him back with him. Ben let his grab on him go as Manny prepared to strike Blake with a fist to the face-

But instead found himself shattering the head of a frozen statue. Manny gasped as Blake pulled up a hidden ribbon trap from the ground behind him, ensnaring her target. Ben binded their opponent like a snake.

"So," Ben drawled, "You gonna talk?"

"Not a chance," Manny growled as he struggled to break free.

"You better talk," Blake threatened, pointing her blade at Manny's neck. "Or you're gonna see how easily this thing can pierce flesh."

"What, you're gonna kill me for trying to be normal again?" Manny retorted, unfazed by the threat. "I'm a freak. I just wanted to be a normal human kid again, with normal human friends who don't think I'm four armed freak of nature. You don't get my situation, do you?"

"Not really," Ben admitted. "I can't relate."

Blake huffed. "But I certainly can." She reached for her bow and pulled it off slowly, revealing two cat-like ears on top of her head.

Manny raised an eyebrow. "Uh…"

"You're a Faunus?" Ben asked casually. "Huh. Didn't expect that."

"You know what Faunus are?" Blake said, taken aback. She'd expected both of them to be shocked.

"Well, yeah," Ben told her. "One of Kylie's moms is a Faunus. I know the whole backstory and the discrimination thing. That's fucked up, by the way. I'd like to cook the CEO of Faunus racism a pot of soup and then pour all of it on his crotch."

"...what?"

"So, what, you think that because you have some cat ears that we're suddenly equals?" Manny yelled, startling them both. "Am I supposed to feel sorry for you? LOOK AT ME! I'm not anything close to a human!"

"Manny, please-" Ben tried to console him.

"Oh, don't try pulling the pity card on me," Manny snarled. "I'm done talking!" He suddenly tore himself free of the ribbon. "I'm more in the mood for throwing hands!" He swung at Blake, who quickly dodged his vicious blows. She flung herself backwards and produced a hard light clone of herself, that Manny hit...and detonated, as he suddenly flew backwards.

"Did you do that?" Blake asked her weapon.

"Yep!" Ben said cheerfully. "I've worked with Dust before, but I've never seen it interact with a semblance like yours."

"Then keep doing whatever you're doing," Blake ordered, smirking. She created a few more clones, all of them running forward and striking Manny with the blunt ends of their weapons. Manny swung at them again, but they turned to ice. Manny's hands shattered them with a brief series of chops, while Blake swapped her weapon into its gun form and started firing some quick shots at Manny. He blocked the shots and ran at Blake, wildly swinging his arms in an attempt to fake Blake out.

"For a dude with such a brute form," Ben noted, "he doesn't really have much combat experience. Let's use that to our advantage!" He jumped out of Blake's weapon and splattered onto Manny, suffocating him under his form. Manny yelled as he fell to the ground, trying to pull the alien off of him.

"Believe me, the more you struggle, the harder its gonna be to take me off," Ben sighed as he poked his head out.

Ruby and Rook then hopped onto the roof, both out of breath. "We lost the girl," Ruby muttered, her pride wounded.

"Well, don't beat yourself up about it too much," Blake comforted her. "We got the big guy."

"I'm...not telling you guys...anything!" Manny declared as he struggled to get free of Upgrade's grasp.

"Better reconsider that statement, Mr. Armstrong," Rook said pointedly, pulling out his scanner. "How long have you been taking that drug?"

"Like I said, I'm not telling you guys _anything!"_

"Then perhaps you should listen," Rook stated, his voice low and serious. "Your body does not have much time left if you keep using that drug."

Manny froze.

"What I am looking at is not pretty," Rook continued. "Your frequent injections have caused collapsed veins. This can lead to infections of the blood vessels and heart valves. Not to mention, this could easily affect your immune system and intellectual performance. Now, answer me this: _How long have you been taking that drug?"_

"...a few months," Manny confessed.

"It is a miracle you and your sister are still around, then." Rook shook his head. "Now, please: where can we find the person behind this drug?"

Manny paused and took a deep breath. "There's a meeting tonight at the Black Hole Bar on the shady side of town," he answered quietly. "You'll know him when you see him."

Rook nodded. "Thank you for cooperating, Mr. Armstrong. We will send a Plumber escort to have you taken back to the labs and properly analyzed. I am sure our top scientists will have you looking human in no time."

"And then what?"

"Eh, you'll probably do some community service or something," Ben said casually. "After you recover, of course."

"So, you're telling me, this entire time," Manny seethed, his eye twitching dangerously, "I could've gone to one of your bases and asked for help?"

"...yeah, pretty much."

" _Beat my boss to a fucking pulp."_

Ruby grinned savagely. "With pleasure."

Helen's rampage in the bar was a brutal sight. The quartet walked into the bar to see broken weapons, dead patrons slumped against walls or over tables, and _a lot_ of broken bottles of alcohol. The smell of alien whisky and blood stunk up the air as the quartet carefully tiptoed around the bodies.

"Damn," Ben whispered. "She was angry."

"I would be too if my only way of being considered 'normal' in the status quo was due to a faulty drug that kills me," Rook quipped. "Not that I would do that."

"You're a good egg, Rook," Blake said sarcastically.

"What does me being an egg have to do with my hypothetical?"

The four of them continued to follow the trail of bodies, before arriving at a changing room. The air seemed permanently drenched in perfume; costumes were hung on moveable racks; purple curtains indicated dressing rooms; and an enormous purple vanity took center stage, the seat holding an all too familiar face.

"YOU!"

Psyphon smiled as he finished his drink. "Oh? More unexpected guests. Are they with you, Miss Wheels?" He turned to an exhausted and beaten Helen, who was lying face first on the ground.

"You know this guy?" Blake asked.

"We have history," Ruby explained, pulling out her scythe. "This dude was space Cthulhu's partner and devoted follower. He kidnapped Kevin when we were younger and almost killed Ben."

"I got better," Ben told her reassuringly.

"...the more I learn, the more concerned I get," Blake concluded.

"As you should," he agreed.

"It's been a while, Tennyson," Psyphon said as he stood up. "Since you ruined my master's plan and sent him hurling into the voids of space."

"...wait, did I kill him?" Ben asked, legitimately concerned.

"I wouldn't know," Psyphon admitted. "I never found a body." That statement sent chills down Ben and Ruby's spines. "I grieved for a while, before deciding it was time I stopped being the 'dragon' towards Vilgax and more of a leader."

"So, what, you started a drug ring?"

"One that would ensure that I would have no competition." Psyphon smiled sinisterly. "No one can replicate these drugs except for me. Anyone who tries? I'm sure that they'll blow themselves up trying to. I call my masterpiece...Crystal Dolphin."

The room went dead quiet.

"Seriously?"

"Yes."

"That's the _dumbest_ name I've heard for a drug. _Ever."_

"I suppose if you could name your aliens poorly, I could name my drug whatever I wanted without judgement." Psyphon taunted. He reached under his seat and pulled out a case of the drug. "Besides. I've been saving a special sample for myself, just for a day like today."

Psyphon slammed his hand down on the needle, and laughed maniacally as his body started to change. His bones cracked as they grew to the point they looked like they were going to pop out of Psyphon's flesh...and then he started to _grow_. His giant head hit the ceiling, and the building shook ominously.

Ben quickly grabbed Helen as the four of them rushed out of the collapsing building, jumping over the bodies littered on the ground. The second the four of them got outside, they could hear the maniacal laughs of Psyphon towering over them. Ben turned around to see a 14 ft tall Psyphon, with a crazed look in his eye.

"Welp, we're fucked," Blake sighed.

"Not entirely," Ben declared as he activated the watch. "Psyphon may have augmented himself with To'kustar DNA, but he didn't exactly account for the obvious weakness."

"What weakness?" Ruby panicked as Psyphon began to stomp out of the bar. "HE'S HUGE!"

"Precisely," Rook said, grinning sharply. "And so is his weak point." He pointed to the fin on top of Psyphon's head. "Hitting that thing is like hitting its brain."

"So you guys are gonna maneuver around and strike the fin while I keep him busy," Ben said.

"With what?" Blake demanded.

"With this!" Ben slapped down the watch and turned into an old favorite. Ben held out his arm, as tan scales grew up his arm. His body size and mass started to increase, as spikes grew down his back. The spikes continued to grow along his growing tail, but stopped at the end. Suddenly, a spiked mace appeared on the end of the tail, as Ben roared...

Ruby and the others stared at Humungousaur with wide eyed shock, and, in Ruby's case, excitement. "GIANT LIZARD!" she squealed.

Humungousaur roared again as he made a mad dash towards Psyphon on all fours. Psyphon swung at Ben, but Ben immediately countered with the strike with his mace tail, causing a powerful shockwave that knocked everyone back.

"What is up with that form?" Blake asked, rubbing her head from the sheer shock.

"His Vaxasaurian form, or, as he calls it, Humungousaur, is one of Ben's toughest aliens. Especially with the mace tail," Rook explained. "I feel I should let you see for yourselves and not explain it."

Ben shook his tail like a rattlesnake as he watched Psyphon move around him, waiting for an opening. Even in his 'ultimate' form, Psyphon possessed some form of intelligence. He jumped at Ben, but the teen unleashed a powerful, devastating punch to his gut, causing him to fall back, crushing the bar.

Blake and Ruby nodded at one another and jumped up on top of some nearby buildings, running in perfect sync. Rook stayed behind and swapped his Prototool into its bow and arrow form. He took a deep breath and prepared the shot.

Ben stood over the dust, watching it settle...before something red started to glow from the ruins. What was that-

 _FWOOM._ Ben narrowly dodged the laser blast. Psyphon's head poked up from the debris. He flashed a menacing grin before he started razing the area with his laser vision, causing nearby citizens to flee. Ben jumped back as he blocked the laser fire; it would've caused Blake and Ruby's skin to boil, but for him, it just felt like a hot pad was being pressed against his arm.

 _No fair,_ Ben thought as he blocked the attack, _I want laser vision! Or at least a Godzilla laser blast. That would be so fucking cool._

Suddenly the burning stopped, and Ben was met with a fist to the gut. Ben stumbled back, and Psyphon laughed again. He gritted his teeth as Psyphon took a few more swings, keeping Ben on the defensive. Ben tried to counter with his tail once more, but Psyphon grabbed it and swung him around the place like he was a flail.

 _I'm...gonna...hurl!_ Ben thought to himself as he went flying face first into a wall. Psyphon stomped over to finish him off, ready to fulfill what Vilgax could not-

"HEY, SHARKFACE!"

Psyphon turned to see Ruby reforming from her semblance and firing Crescent Rose directly at his forehead. Psyphon blocked the pathetic bullet and tried to grab her, but immediately tripped and fell to the ground with a mighty THUD!

From the ground, Rook retracted his grappler. "I...did not expect that to work."

Ruby landed right next to him. "Neither did I."

"...But you thought it up." Rook gave her a side eyed glare.

"Hey, I don't think a lot of plans are gonna work," Ruby shrugged. "I just half ass it."

Suddenly the ground started to crack and shake, and red light erupted from the debris. Ruby grabbed Rook and suddenly took him into her semblance, speeding away at just the right moment; the ground exploded as Psyphon got back up, roaring like the alpha he believed himself to be.

Ben weakly stood back up, and he felt something jump on his back and climb up onto his shoulder.

"Hey, big guy," Blake greeted. "Mind if I use you as a sniping point?"

Ben nodded. _Be my guest,_ he thought. _Ceres does this all the time._ Blake laid her weapon on top of his head and carefully aimed it at the back of Psyphon's fin. Her finger did not hesitate to pull the trigger, and the bullet soared through the air and hit its target. Psyphon doubled over in pain, and crumbled to the ground again like a man made of paper.

 _Nice shot,_ Ben thought as Blake took a deep breath. _Oh, wait, she can't hear me...uhh..._

Ben gave an awkward thumbs up, and Blake snickered. "I'm starting to warm up to you, Tennyson."

Yet again, Servantis was disappointed. Well, somewhat disappointed. It was better than being fully disappointed. Yes, Tennyson had captured Psyphon and two of his unwilling lackies, but the area was a wreck. Would probably cost the mayor thousands to repair.

But as they say, to the victor goes the spoils. Servantis crept into the remains of the bar and whistled.

"Callows. I know you're there."

Servantis tensed up as something brushed his back and dropped down onto the floor. The man sauntered to his front, a crazed look in his eyes. Servantis didn't dare to show his fear; fear was like a drug to the crazy bastard.

"Proctor Servantis," he said as he bowed. "What a pleasure it is to see you."

Servantis raised an eyebrow. "Where is it?"

"My my, so pushy today!" Tyrian chuckled. "What's got you in a foul mood-" Tyrian stopped, his grin faltering. The world seemed to close in on him as Servantis stepped forward. Tyrian nervously chuckled. "O-of course. Let me show you where it is," he said as the room returned to its normal size.

"Thank you," Servantis said with a sinister smile. Tyrian led him to the backroom where Psyphon had met Tennyson and excitedly dug up a strange box.

"So, this is the drug?" Servantis asked, examining the box's contents.

"The specific one you asked for, yes," Tyrian told him.

He smiled. "All according to plan."


	31. Snowblind

*bursts out of the giant robot, having hardened my skin to endure tank the blow* I'M ALIIIIIIIVE!

Disclaimer: We do not condone underage drinking, but we know it happens, and the characters are doing it safely.

* * *

Ben took in the sharp scent of cold snow and freezing wind. His nose was partially frozen, his eyes were teary from the wind, but hey, it was marginally better than being in the semi-high 80 degree weather that was currently sweeping through Washington.

It was Kylie's idea to come up here, she'd been insisting for months on end they do some sort of team retreat. It was discussed here and there, but nothing really came to fruition. Enter the subordinate chaotic force of Ruby, who was eager to bond with all of Ben's team. Her insistence was backed the superior chaotic force of Yang, and well...

Somehow they ended up here.

"Strange," Rook noted, scooping up some snow. "I was under the belief snow only fell in the winter."

"It's Michigan, Rook," Ben sighed. "These guys don't get sun until July."

"That is...depressing."

"It is."

"Well, to make light of the situation..." Rook pelted the side of Ben's head with a snowball. He spun around, eyes glowing a menacing color. Rook cackled as Ben chased him.

"I'LL MAKE YOU EAT YELLOW SNOW, ROOK!" he yelled, hands reaching for the Omnitrix.

From afar, hooded figures watched the chase. They had dark purple robes that hid any and all distinct features, with a single pink eye emblazoned on their chests. Their faces were obscured behind 'alien' skull-like masks.

"So," one of them spoke. "These are the people to be offered to the master."

"It would seem so," another one added.

"But what makes them so special? Why does the Dark Lord truly want them?" a third questioned, only to be violently whacked in the head by a fourth person. He had a more distinct appearance from the rest, with golden stitches running throughout his cloak.

"We do not question the will of the Lord," he hissed viciously. He leaned forward, revealing a gray mask with an upside-down face and one eye. "We cannot truly comprehend the web He has weaved for us. This is all fate at work, and we must play our part."

"O-of course," The third stammered. "Apologies, Lord Haslett."

"There will be more joining them in the evening," Lord Haslett told them. "And then, at midnight, we shall launch our attack. For the glory of Him."

"For the glory of Him," the others repeated. And with that, they walked back into the dark forest.

Ben found Michigan to be a weird place. Sure the food was nice, there were plenty of beautiful parks and forests, and part of the state was shaped like a mitten (that was just downright cute). But it was officially spring, and from the look of the nearly black clouds rolling through and the snow flying through the air, the little cabin they were staying in was about to be stuck in a blizzard.

"Well this just looks like the setting of every horror movie cliche ever," Kevin grumbled nearby. The cabin was well-insulated from the cold and had a fully-functioning generator and septic system. It was stocked to the brim with food and blankets and other necessary amenities, so Ben and his friends could wait out the storm safely. Didn't mean he was happy about it.

"I mean, it could be worse," Kylie said hesitantly. She was wearing comfortable gray jeans and a cute green sweater, pink slippers on her feet. "Mom and Amma were once hold up here during a Snow-pacalypse. They couldn't leave for a week. This storm should blow over by tomorrow."

"How often does Michigan get these Snow-pacalypses and Snow-maggeddons, exactly?" Rook asked, raising an eyebrow.

"Every couple of years?" Kylie wondered. "I don't know meteorology."

"So, when is Red and her team coming by?" Kevin asked. He took off his leather jacket to reveal a simple black long-sleeved shirt, pairing well with his stone-washed jeans. A silver necklace hung from his neck, the pendant an ornate angel wing. "I'm pretty sure the roads are closed for the time being, and I don't want them getting stuck with nowhere to go."

Kylie grinned brightly. "Weiss just called, team RWBY will be here in about ten minutes. They got snowmobiles and everything."

"That is good to hear," Rook said, brushing imaginary dust off his armor. "I would hate for all our preparations to go to waste."

"Aren't we just watching movies and playing party games?" Ben asked. "Ceres didn't mention anything besides that." Well, he hoped it would be that simple. If the Archimedeans were involved, no doubt alcohol was soon to follow. That tended to have mixed results, and Ben didn't want to get rid of any clothes because of how badly they were stained. His outfit was mostly new; ripped up jeans, a green bomber jacket with a gray hood, and a practically pristine X-Files "I Want to Believe" shirt he'd gotten from the thrift store. Ben was dressed to impress and he didn't want any alcohol related mishaps to ruin that.

"Well, Weiss mentioned the same thing," Kylie pointed out. "Movies and party games and good food. It's just supposed to be a low-key weekend."

"Have you met Yang?" Ben asked incredulously.

"...I mean, she can't be any worse than Lev and Ari combined, right?" Kylie asked hopefully.

The four of them thought about it, and then shuddered violently. Those two were in a league of their own, there was no way for Yang to catch up.

It was in that moment that the door opened, and two Archimedeans walked through the opening, arms laden with alcohol. The colors were all bright and neon, the glass bottles shaped delicately. They were downright pretty to look at.

Rook glared at the two grinning hooligans who brought them in. "And here I thought we were going to have good, clean fun."

"Honey, we're teenagers," Ari said with a shit-eating grin. "'Good, clean fun' doesn't belong in our vocabulary."

"Besides, I wouldn't worry too much," Lev said dismissively. "None of our usual shenanigans is going to be leaving this cabin, and we all more or less trust each other. We're safer here than at some random house party."

Rook thought about it, and conceded the point. Honestly, Ben agreed; he'd been to a few wild teen parties and had almost immediately regretted ever going to them. Getting drunk in a cabin among friends sounded safer and more fun.

Lev put down his bottles on the coffee table and sat back on the couch, rolling up the hem of his dark washed denims and revealing his high tech carbon fiber prosthetics; they looked just like real legs, but they were even more durable than the ones used for the Paralympics. He wore a black v-neck t-shirt that showed off lean muscle and a rich indigo button up with extra pockets, metal buttons, and the sleeves rolled up to reveal wood brown forearms. A purple phoenix pendant that matched Ceres's hung from his neck and stylish thick framed glasses were perched on his nose. His eyes had the same slitted pupil that all Archimedeans had, but his eye color was the common gold found throughout the Empire. His hair was a thick black with a golden sheen, cut into a textured undercut. He and Ceres shared the same high cheekbones, diamond-shaped face, and thick eyebrows- they weren't blood related, but it was common for people to mistake them for twins.

Ari, on the other hand, didn't look like either at all. She was petite- compared to their five-ten, she was at best a five-five. Her skin was copper brown, her muscles toned from the gymnastics she added to her fighting style. Her mid-length red hair shone violet in the light and was in stylishly tousled waves. She had noticeable cheekbones in her heart-shaped face, and her violet lipstick matched her eye color perfectly. She wore a thin gray short-sleeved shirt with a plunging v-neckline with a black bralette-style top underneath. Her black leggings were strategically ripped, and a red, white, and gray plaid button up was tied at her waist. A simple silver chain necklace hung from her neck, matching her silver-painted toes.

Both of them looked calm and innocent, but Ben narrowed his eyes at them anyway. There was a reason why so Plumbers called them the Terror Twins, and Ben had plenty of experience when it came to their particular brand of chaos.

(Then again, he was friends with Ceres and Kevin. The four of them were descended from Loki, he swore.)

Kevin took a look at the- admittedly- impressive array of alcohol on the coffee table. "Should we really be drinking when team RWBY gets here? Like, I know we went through first impressions already, but this still might look bad."

Kylie, who had brought over blankets, said, "Dude, I have it on good authority that Yang is bringing her own liquor here. Besides, these people already know how we operate on and off missions. We're fine."

Ben stood up and helped arrange the growing pile of blankets (pillow fort here we come). Rook commented, "It always surprises me that we can easily get away with underage drinking. Pretty sure it is illegal in this country."

"And yet kids do it anyway," Lev said as he passed by. "Live a little. Drink a little. Do donuts in a stolen police car. You know, normal Archimedean things."

"You did WHAT?!" Rook exclaimed.

"In my defense, I did it for money," Lev told him. "I won, like, five hundred marks."

"I got a video of it if anyone wants!" Ari chirped, holding up her phone. Kevin was about to ask for it when Ceres walked into the room, a bottle of Blue Sapphire in her hands. She was wearing ripped-up jeans and a cropped heather gray crop top, a dark gray cardigan over her shoulders.

"Team RWBY just got here," Ceres said soberly. Her eyes had a haunted look to them.

"...why the sad face?" Lev asked, concerned. "Are they okay?"

"They brought booze and Monopoly."

It took a good four seconds for that to sink in.

And then everyone started screaming-

Honestly they hadn't waited past the introductions. Hell, not even Ruby did once she realized what Yang brought. She yanked the offensive board game from her sister's grasp and threw it at Kevin, making sure it was out of the blonde's grasp.

"Hey!" Yang yelled out indignantly.

"Okay, why is everyone freaking out about the Monopoly game?" Weiss demanded to know. Over Ben and Kylie's loud weeping (and over Ari and Lev running around screaming), only Rook and Ceres would answer.

"We are all competitive teenagers who would gladly cheat and destroy our opponents if it meant winning," Rook told her flatly.

"And let's face it, Monopoly can easily break up families," Ceres pointed out. "You wanna have a bunch of drunk teenage dumbasses near it?"

"I certainly do not," Blake agreed. "Should we shelve it then?"

"Hey, hold on, I literally just bought that," Yang protested hotly. "I want to argue my point."

"What point? You bought that at a thrift store for a buck-fifty," Blake said flatly.

The room went silent. Kevin took a better look at the offending game.

"This is in surprisingly good condition," he commented, raising an eyebrow.

"So we'll play it?" Yang asked hopefully.

Everyone glared at her. "NO!"

Lev grabbed the game from Kevin's hands and declared, "There's only one thing we can do to save us from this monstrosity."

"...it's a board game," Weiss reminded him.

"A board game that destroys families, were you not listening?" Ari huffed as she handed Lev the cheapest vodka they had.

"Brothers and sisters, I thank you all for coming here tonight!" Lev declared, his arms spread wide. In one hand was the vodka, the other the Monopoly game.

"What is he doing?" Blake asked, already exhausted.

"A speech, obviously," Ceres told her.

"We gather here in front of the sacred fire for one purpose: to stop evil from spreading!"

Everyone except Yang, Blake, and Weiss started cheering rapturously. "It's a fucking board game!" Yang shouted over the din.

"This game has plagued family game nights for decades, ripping children from their mothers' arms and shattering full and happy marriages!"

"YEAH!"

"Did we start drinking?" Weiss asked no one in particular. "Am I imagining this?"

"Today, we spare ourselves the horrors of fake money and bankruptcy! Today, we take back our game nights!"

"YEAH!"

"Ruby, why are you cheering?!" Yang shouted.

Lev threw the board game into the fireplace, the game settling nicely on top of the stacked logs. He uncorked his bottle of cheap vodka and cried out, "Today, we take back our freedom!"

And then he dumped the whole bottle on the game.

Blake covered her ears when the room thundered, "YEAH!" Yang grabbed a random bottle and started chugging. Weiss looked dead inside.

Lev sent a spark of golden fire onto the soaked board game and it all instantly started blazing. Blake winced again when the volume of the people inside the room, already so very high, became ear-splitting.

Blake grabbed Yang's bottle and took a long pull.

After that fiasco, everyone moved on. Well, except Weiss, Blake, and Yang. But Yang was starting to get tipsy, Bake wasn't too far behind, and Weiss tried to hide in the pillow fort to get away from everyone. Sadly, Kylie pulled her out by her legs, forcing Weiss to stand up and brush off her jeans and pale blue sweater in a way that reminded them all of a toddler.

"I can't believe you." 

"You'll get used to it."

"So, horror movies, Disney movies, or Candy Land?" Kevin called out. Most everyone else was snacking and drinking, sprawled out on the couches.

"We got Clue and Cards Against Humanity too!" Ben added.

"I wanna play Clue!" Ruby cheered.

"Same!" Ceres joined her.

But Ari shook her head. "We can't while drunk, remember? Last time we did that Rook was falsely accused of being the murderer and Lev started a fire inside a trash can."

"In my defense, I was burning generic boy band posters," Lev told them all. "The s'mores we made over it were of excellent quality."

"I could go for s'mores," Ruby muttered.

"We will once we burn off the alcohol," Rook reassured her. "The fire should be ready for cooking soon."

"Yay!"

They ended up playing Candy Land and Cards Against Humanity for hours on end- everyone had to drink water in between plastic cups of booze to help with the next day's hangover. Or they would get hangovers, if team RWBY didn't have aura and if Ari didn't supply everyone else with special alien medicine that prevented hangovers in the first place.

(Granted the medicine wasn't much, Ari would admit, but it was safe for human consumption and still worked well, so everyone thanked her anyway.)

They had to stop playing Cards Against Humanity because Kevin laughed too hard and accidentally spilled his drink into the fireplace, nearly setting the room on fire. At that point they all went into the enormous pillow fort and started watching terrible horror movies.

Ruby sighed and tried to straighten the wrinkles on her shirt- it was a red wrap top with black roses on it, a hand-me-down of Yang's. She had paired it with one of Blake's old black skirts, a cute short thing that flattered her legs. All in all she thought she looked cute, but it seemed like she had overdressed. Yang and Blake had worn jeans and flannel in their favorite colors, and even Weiss had gone for comfort instead of glamour (even though her outfit still looked pretty). At least Ben had dressed up a bit more like she had, so Ruby wasn't alone. (And they both looked really good together, but she wasn't sure why she had that thought in the first place.)

Ben himself stumbled into the kitchen, his shirt rumpled and his face pink. A half-empty water bottle was in his hand, and he blinked blearily as he gave her a wave and started rummaging through the pantry.

"Whatcha looking for?" Ruby asked hesitantly.

"Magic alien hangover cure," Ben muttered as he pulled out a tin. Opening it revealed dried pink berries with dark blue spots on them, and Ben popped three into his mouth and chewed.

"Uh…"

He swallowed and answered. "Aldebaran berries. They're mostly well-known for their liquors and wines, but they also cultivate fruit that really help with anxiety. And with stopping hangovers. Want one?"

Ruby shook her head. "Me and the rest of my team have our auras. We'd have to try really hard to get a bad hangover. What about your team? Did they take any berries?"

Ben nodded. "They all took a small handful, they'll be fine." They heard screams in the living room, and both teens gave a tired sigh and walked over. And they watched in fascinated horror as Ari and Lev chugged huge bottles of tequila. Yang, Blake, Weiss, and Kylie were the ones cheering. Ceres was holding Kevin and Rook on the couch, the two boys clutching to her for dear life as they watched Lev and Ari in horror. Ceres, for her part, just kissed them both on the head and looked at her fellow Archimedeans in annoyance.

Ben gave Ruby a dead-eyed look. "This party was a mistake."

"...yeah. Yeah, I think you're right."

Later that night

Weiss sighed as she threw herself onto the bed. "Well, that was.. a thing," she said, stretching her arms a bit.

Kylie flopped face first on their bed. "Eh, could be worse. We only set fire to one thing and nearly burned down the house once. I call that a win."

"And I thought Yang was chaotic," Weiss grumbled. "How do you survive?"

"With far too much patience and practice." Kylie got a curious glint in her eyes. "You ever hear Ben snore before?"

"No? When would that even happen, I barely know him."

"Okay, okay, true," Kylie laughed. "But Kevin's not gonna get much sleep tonight. We might not either."

"If you say so," Weiss said, unpacking her bag. "I swear, your brother's just a nerd with muscles. Who the hell names their car?"

"Yeah, 'Highway Star' is a lame name...and kinda loses its luster when driving on anything but a highway," Kylie chuckled.

"How are you even older than him? He's like one and a half heads taller than everyone else." Weiss wondered.

She sat up a bit. "I don't even know. I blame my birth parents."

"That sounds fair," Weiss said, shrugging. She pointed to the bed. "This is my side, by the way."

"That's fine," Kylie said. "Just know I'm a heavy sleeper."

"Kylie. I spent two summers sharing a bunk room with you," she scoffed. "I know how heavy a sleeper you can be, miss 'I slept through an entire Lancer swarm'."

Kylie laughed. "To be fair, I was having a really nice dream."

Weiss smiled. "I suppose, but still. Dangerous."

"I was fiiiiine!" Kylie beamed. "They didn't even notice me."

"Whatever." She rolled her eyes before looking nervous. "Oh, um, by the way, if it isn't rude of me to ask, but...why did you leave the Huntress field?"

Kylie paused. Weiss wasn't sure if she hit a nerve, because her friend was utterly silent for a good five seconds. "You really wanna know?" she asked, dead serious.

Weiss mentally prepared herself. "I do."

Kylie frowned. "I switched because space is fucking awesome."

Weiss shoved her off the bed.

Kylie's eyes fluttered open, with a single thought on her mind; 'I'm thirsty.' She quietly hopped out of bed and slowly opened the door, making sure she didn't accidentally wake Weiss up. Kylie tiptoed down the hallway and into the cabin kitchen. The light from the fridge nearly blinded her, but her eyes adjusted soon enough.

"Let's see," Kylie muttered, eyes scanning the fridge. "Water, coffee creamer, CapriSun- oh, here's my brand." She pulled out some apple juice and popped open the cap, taking a long drink. "Ah, sustenance." She closed the fridge door, walked back down the hallway to her room...and turned her attention to the window behind her.

Kylie walked over to the window and rubbed away some frost to peer outside; the storm had taken its time to arrive, even with the threatening storm clouds, and by the time it affected the cabin, everyone inside hadn't bothered to check what the weather would be like. The snow fell heavily, blinding her view of the woods surrounding the cabin. Kylie wasn't exactly paranoid, but...it felt like something was watching her...

Kylie narrowed her eyes as she stared outside, something catching her eye.

"...oh, fuck no," she muttered, pulling out her pistol. She snatched her silencer from out of her bag and stormed outside, right into the cold.

...and then she immediately started shivering, because in her haste she forgot her coat. She felt like a fool with a gun. But hey, a gun!

Kylie looked around, trying to find what she saw from the window. She could've sworn she saw a person in a robe...

There was a chattering sound surrounding her, like dozens of teeth clicking together. "Well that sounds like something out of a thirteen year old's creepypasta," Kylie muttered as she cocked her gun.

And then… she felt a presence behind her.

"Any reason why you're out here in this weather?" Ceres asked, groggy.

"Thought I heard something," Kylie told her. "And why are you out here? You hibernate when a cool breeze hits you."

"I'm wearing my coat," Ceres said, and Kylie turned to see her team leader wearing… something.

"What am I looking at?"

"A high tech thermal coat that literally keeps me toasty warm even as it drops far below zero," Ceres said proudly. "And it looks like a stylish trench coat. I'm working on converting it into regular clothing 'cause that would have better mobility, but the trench coat works for now."

"Huh. Neat. Can you fight in that thing?" Kylie asked curiously.

"Yeah, why?"

Suddenly, a knife flew past the two of them and wedged itself into the side of the house. "Uh, probably 'cause of that."

"BITCH, WE HAVE TO PAY FOR DAMAGES!" Ceres shouted. She sent waves of blue fire where the knife was thrown, lighting up the pitch black sky.

Robed men started rushing out of nowhere, as if hidden inside the darkness. Kylie easily shot them down with her concussive bullets, heavily damaging them but leaving most alive. Multiple men were roasted alive, burning to ashes in an instant.

"What the hell is up with these guys?" Kylie hissed as she reloaded her gun.

"I wanna say satanists because movies portray them as dramatic, whiny bitches, but-" Ceres punched a guy in the throat, and as the bones broke her eyebrows shot up. "Wait, I can ask! HEY ASSHOLES, DID SATAN SEND YOU?! OR GOD?! I KNOW CULTS LIKE TO USE GOD TO JUSTIFY HATRED AND BIGOTRY!"

The men did not answer her, and Kylie struggled to reload her bullets; in hindsight, she really should have grabbed a coat. One guy swung a knife at her, but she dodged and released a heavy smog of oxide to rust the metal within seconds and shatter it. Kylie shot the man a deadly look-

Before the guy was frozen solid.

"Close the door before you do this stuff, Kylie," Weiss snapped, putting on her coat and lowering her weapon.

"Did you send reinforcements?" Ceres called out as another five men burned to death. "Cause I don't wanna do this all day."

Weiss smiled. "Well, with everyone tuckered out from earlier, I was only able to get two people up-"

"THIS IS FOR ROBBING ME OF MY SLEEP!" Ben yelled as he jumped off the roof and transformed into a 'lego gorilla'. His fists increased massively in size, and he swung down on multiple robed assailants, shattering bones with ease.

"FOR EVERY SECOND I'M NOT IN BED, I'M GOING TO BREAK THAT MANY BONES!" Ruby screamed, mowing through the crowd with her scythe.

Ceres blinked. "Well, damn. Remind me never to wake them up so early in the morning." As they continued screaming and committing bloody murder, she wondered, "You know, if I wasn't committed to Ari, I would totally be attracted to them both."

"I mean, you flirt with all of Zeta Squad because you find us attractive," Kylie pointed out. "We totally reciprocate, and it's all playful- hell, Ari even encourages it- so what's stopping you now?"

Ceres shrugged. "I feel like if I flirted with Ruby, Ben would get angry. I mean, Ruby got annoyed by me and Ben flirting a while back, so…"

"Ah, so you noticed that too."

"Yeah, they're not as subtle as they think."

A few more men ran at Weiss, but she quickly dispatched them with a few quick stabs with her rapier. The men crumbled to the ground like tissue paper.

"They don't seem to have aura," Weiss declared, shaking some blood off her weapon. "Obviously not related to Hunters."

"Well, duh," Ben agreed, as Bloxx shifted his arm into a 'Lego Blaster' (as Kylie best put it). "I feel like if they had aura, they would've been able to block flying plastic." He fired a few quick shots of colorful bricks that exploded upon contact. Many of the robed cultists exploded with them.

Ruby ran around, her scythe whirling around in an arc of pure destruction. She fired a bullet at one guy and in the same motion bisected another enemy at his torso.

"Where are these guys even coming from?" Kylie yelled as she sniped some of the cultists that were appearing from out of the sky. Another cultist tried getting close to her, but she shot them straight in the head, bullet piercing their skull. "I feel like we're just slaughtering cattle."

"True," Weiss acknowledged as she created a black glyph under the feet of a few cultists. The group started to float in the air, and were quickly incinerated by Ceres' brilliant flames.

"Well, for the most part, they're making this easy!" Ben grinned as he surrounded his right fist in blocks, increasing its size to that of an elephant. Ben carefully launched it at a large group of cultists, fist exploding upon contact; bits of plastic flew everywhere, managing to dig itself into other bad guys' skins and causing some serious damage.

"Ok, what even is that alien?!" Weiss exclaimed.

"I really don't know," Kylie admitted sheepishly as she scanned the area. Ben's last move must have scared them off, because none of the other assailants were popping out of the shadows. Actually, now that the action died down, Kylie noticed something-

"Where'd all the bodies go?" Ruby asked.

Back inside the cabin

"So, it's like...2 AM… you guys up for hunting down cultists?" Kylie asked hopefully. "In this weather?"

Ceres checked her storage of ammo and her gauntlets, nodding to herself. "I may hate the current weather, but I can't sleep knowing the people who attacked us are still out there. I'm game."

She then walked up to the nearest room and opened it, seeing her girlfriend trying to fall asleep. "Hey babe, I'm gonna go kill some cultists. Want in?"

"Fuck off," came the grumbled reply.

"Love you too." Ceres closed the door, but not before a bleary, "Love you," echoed back.

Kylie rolled her eyes fondly. She threw on her coat, grabbed some more ammo, and put on her boots. "Alright, let's roll out!"

As they walked through the blizzard, Ceres declared, "I take it back, fuck the mission."

"No, you're stuck suffering with the rest of us," Ruby told her.

"Yeah, team leader," Ben jeered. "Be an example."

Ceres glared heatedly. "Bitch please, I do what I want." The two of them started mocking each other, forcing Ruby to speed up so she didn't have to hear them.

Weiss shot Kylie a concerned look. "Is she always like this?"

Kylie sighed tiredly. "Unfortunately. I'm still surprised the higher ups haven't caught her like this."

"I built all their shit, they can't touch me."

"Ceres, this doesn't concern you."

"You're talking about me, so it does."

"She scares me," Weiss said, deadly serious.

"Seriously, though," Ruby interjected. "Should we be concerned about the cultists?"

"Well, they're cultists, so, yeah," Ben deadpanned.

"Fuck you," Ruby said, palming his face with snow.

"You can do that later, I think I see something," Ceres announced, pointing up ahead.

"Eh?" Kylie looked to where Ceres was pointing. There was a man, just standing there...menacingly.

"So," he said in his low timber. "You're the ones taking out my men."

"Well, they invaded our home and tried to kill us, so it's fair turnabout, really," Ceres pointed out casually.

"True, true." The man applauded them.

"..i-is that sarcasm?" Ruby asked, confused. "Is that sarcastic clapping? Stop that. I feel validated and I don't need it from you."

"Can we just get to the part where we all fight?" Weiss demanded. "This weather is terrible and I hate it." 

"Of course, of course," the man agreed. "My name is Lord Haslett, and welcome to my court." Suddenly, the cultists started flooding out from the shadows, swarming the group.

"Thanks for having us." Ben smiled as he activated the watch. "Allow us to add some 'shock and awe' to the field." He slapped down the Omnitrix; purple-green lightning struck his chest as his left arm transformed into pure green and purple energy; the energy ran up his arm and covered his body, as rocks covered him from head to toe. The rocks slowly formed into fitted armor around his chest, legs and head, and energy swarmed to fill in any gaps.

"Ugh, did you really have to make a pun?" Ceres sighed.

"Yes. The government forces me to make a shock pun every time I turn into Shock Rock." Ben frowned as he walked forward. He held up his arm and focused; his hand extended and thinned out, and the rocks on his wrist extended to create-

"AN ELECTRIC CHAINSAW?!" Ruby gasped, practically drooling.

"Yep!" Ben grinned, as he cut through some cultists. "Pretty cool, right!"

"HELL YEAH IT IS!" Ruby agreed as she rushed forward. She swung her scythe in the air before slamming it down onto the ground, impaling a cultist. Ceres produced bright blue flames from her fists, burning some cultists into gray ash. Weiss did a pirouette and created some glyphs in front of her. Kylie fired her bullets through the glyphs; the bullets flew through the air and immediately froze the cultists upon impact.

Lord Haslett watched in morbid delight as his men fell to the ground, not even bothered by their deaths. No one could see, but behind his mask, he wore a wide grin.

"Impressive," he declared before walking off.

"Hey! Get back here!" Ceres yelled. More and more men walked out of thin air, and Ceres hurled more fireballs at the bastards. She shoved her way through the crowd, grabbed ahold of Lord Haslett-

And collapsed to the ground, screaming.

Her friends watched, horrified, as Ceres writhed on the ground, crying out in fear and pain.

"You bastard!" Ben snarled. "What did you do to her?!"

Weiss grimaced as she formed a few glyphs on the ground. She stepped on them and launched herself at the cult leader. Haslett blocked it with a sword from his sleeve, and easily kept Weiss at bay. She ducked down as Ben jumped at him, electric chainsaw still very active-

And then Ben fell to the ground, screaming and convulsing in pain. They all watched as he reverted back to human form, his screams going from alien to painfully human.

"What the hell did he do?!" Ruby snapped, tightly gripping her weapon.

Kylie didn't answer; she was too focused on the guy's mask. There was something off about it. A cult leader would typically relish the attention and would absolutely show his face to an audience he intended on killing...so, why the mask?

"Hey, Ruby." Kylie reloaded her weapon. "How good of a shot are you?"

"Pretty good," Ruby said, cocking her gun. "What do you want me to shoot?"

"The mask," Kylie told her as Weiss continued to clash blades with the bastard.

Somehow she was avoiding the tear gas, but it was only a matter of time. Ruby aimed carefully, her finger on the trigger...

And as the wind howled around her, Ruby saw her shot and fired.

The mask shattered the second the bullet hit; the pieces fell to the snow, and the remaining girls looked upon his face in horror. Purple flesh, mixed with open holes that offered a glimpse into the man's muscular system, produced a terrifying image. Kylie nearly vomited at the sight.

Haslett laughed. "Ah. So you've seen the result of my lord's work."

"Your lord cannibalized your face, dude!" Ruby shrieked. "Why the fuck are you still working for him?!"

"He made me perfect in his own image," Haslett laughed. "He said the blood of a demon runs through me. Breathing in the air around said demon causes one to relive their worst fears!" He stepped to the side and disappeared into thin air.

"Where did-" Ruby asked, before Haslett appeared behind her and grabbed her mouth. She fell to the ground, screaming loudly.

"Stop!" Weiss shrieked, bringing up a glyph. She shot Dust arrows at Haslett, and he flew away from Ruby, the arrows erupting into multicolored explosions upon contact.

Lord Haslett disappeared again, this time appearing in front of Weiss, grabbing her by the neck. "Insolent little brat," he growled, tightening his grip.

Haslett never got the chance; Kylie riddled his arm with bullets, and he dropped Weiss to the ground. Along with quite a bit of blood.

"YOU BITCH!"

"Yes, I am," Kylie said as she prepared to fire again. Haslett disappeared and quickly reappeared in front of her. He ripped off her mask and gave her an extra potent dose of his fear gas-

And what Kylie saw in her vision...horrified her.

There was fire and screaming- an endless loop of men, women, and children screaming-

She could hear someone laughing as their weapon tightened around someone, sapping the life out of their victim-

She watched her parents, horrible as they were, die screaming in agony-

She watched her little brother, normally so apathetic, scream and cry as he saw his parents die, right before the monster got him-

Her little sister, spoiled rotten and terrible as she was, lay there motionless, the life already snuffed from her eyes. She provided little resistance once the monster turned towards her-

And Kylie SCREAMED as she unloaded her weapon directly into the bastard's skull.

"What...?" Weiss trailed off as Kylie kept firing into the corpse, long after Haslett died.

She breathed heavily, still stuck in that horrible illusion. Kylie kept pulling the trigger long after the pistol had been emptied...And then she collapsed, whimpering as tears rolled down her face.

Weiss took a deep breath and walked over to Kylie, wrapping her arms around her. "Hey, I'm here, I'm here..."

And Kylie just sobbed.

It took a while for everyone else to recover. Ceres was the first to shake off the fear gas, thanks to years of therapy. She easily carried Ben and Ruby through the woods before they woke up halfway through the journey.

Kylie, however, required some work as she was still inconsolable. Ceres stayed up with her to comfort her while the rest of the group went back to bed. (Kylie and Ceres went back to sleep an hour later.)

After the events of last night, Weiss honestly expected Kylie to stay in bed all day and recover, not be cooking breakfast with Yang and Kevin.

"Morning!" Kylie beamed as Weiss stared at her incredulously.

"Heard you guys had a fun time last night," Yang teased. "Should've invited us."

"They should've invited you," Kevin frowned, still a bit groggy. "I should have taken more of those alien berries. Or drank less. I hate hangovers."

"Sucks that you don't have an aura, doesn't it?~" Yang teased as she elbowed Kevin's side.

"Yeah," Weiss said as she sat down, still focused on Kylie. She looked so...alive, compared to last night. Weiss couldn't shake the image of Kylie looking so scared, firing blanks into the distance...

"How'd you sleep?" Kylie asked, snapping Weiss out of her thoughts.

"Oh! I slept well," Weiss said. "Fell asleep almost as soon as we got back." That was a lie; Weiss fell back to sleep around 5 AM. That horrible illusion took a while to get over. She sat up for some time, rationalizing that the visions she saw weren't true.

'Why am I scared of what might happen? How likely will this situation come up again?' Weiss asked herself the night before.

'This is going to hurt. But then it's going to stop hurting. Hurry up and get to the second part,' her mind answered back, comforting her. It was enough to lull her to sleep.

So, seeing Kylie, wearing this possible stepford smile...

It made Weiss worry.


	32. Evolution

"Heads up!" Kevin yelled as he transformed into Smashing Pumpkins. He quickly wrapped some vines around his target (some alien lackey he didn't care to get the name of) and gripped them firmly, pulling them rapidly to him. Once the bastard was close enough, Kevin used his momentum to knee the target in the gut. The target stumbled back with pained wheezes, and Ceres struck him in the back of the head, sending them crumpling to the ground.

"Jeez, these guys are getting too easy," Ceres scoffed as she kicked aside some unconscious bodies.

"Yeah, kinda disappointing," Kevin noted as he threw down some seeds. They grew at an alarming rate, and the vines grabbed some of the men, trapping them in the steel grip of the tendrils. "So where's Trumbipulor's palace?"

"Down the hall," Ceres said, motioning with her hand. "Come on, let's see this bastard's home."

Neither knew what to expect in Trumbipulor's grand palace. Let's focus on those words, _grand palace._ That implies the boss's room would be something ripped from the pages of a fairy tale, a grandiose kind of sight, one that would make other kingdoms gasp in awe.

Instead, they were met with literal mountains of peanuts. Just... _littering_ the damn place. It looked like a hoarder had collected every peanut off the floor of every baseball stadium and shoved it inside this one room. They could hear the faint sounds of someone munching on the snack food in the far back.

"I was right! This _is_ heaven!" the bastard yelled.

"I...have no words," Ceres deadpanned.

Kevin grimaced. "Remind me again why Ben and the others are taking care of the robots?"

 _Because I'm allergic to peanuts!_ Ben yelled in Kevin's head. Elsewhere, Ben (as Brainstorm) and the others were fighting off hordes and hordes of the most 'frightening' robots alive. _Believe me, I rather be in that hideous room than here right now._

"If you went Atomix or Shock Rock, you could've annihilated those bastards in a second," Kevin argued.

 _But that's boring! I don't want to one-shot everything!_ Ben whined.

"Still, those robots are pretty annoying..."

"So, what?" Yang's voice chimed in through the comms. "They're just a bunch of rats. Not that hard to beat." She was right; Trumbipulor's robot rats were pathetic in durability, but made up for it in numbers.

"Is it weird that I think they're kind of cute?" Ruby added.

Ben sent her a tired expression as he produced more lightning from his brain, striking the middle of the battlefield and knocking out most of the rats. _YES!_

"OH GOD, THE RATS ARE MULTIPLYING!" Blake wailed in to their ears.

"Well, you guys have fun with that," Ceres said dryly. "Kevin and I are gonna take care of the big guy."

"Good luck. Remember, those grey bastards never forget anything!" Kylie cautioned as she quickly reloaded her revolver.

"I think that's a myth," Weiss countered, jamming her blade in the ground and causing ice crystals to burst out from underneath the floor.

"Still, they're sentient, and that's HORRIFYING."

Kevin rolled his eyes as he started to change form; his skin began to bubble and turn into horribly blobby flesh, his maw growing wide and perfect for devouring things in one bite. Kevin groaned as he completed his transformation.

"You know what to do," Kevin mumbled before slithering away. He oozed on top of some of the peanuts and started to feast.

"Right," Ceres confirmed, attaching her gauntlets to her wrists. She walked towards Trumbipulor, who was still devouring his piles of peanuts, preparing for a good fight...and then he stopped eating.

"So, you've finally come around." Trumbipulor turned his head around slightly. "Well, I'm ready to go, Tennys-" He paused as he saw Ceres standing there. "Oh," he said dully. "It's you."

"So?" Ceres asked, raising an eyebrow. "You're gonna go easy on me, then?"

"Yes."

"You're no fun."Beautiful blue flames erupted from her mouth, which Trumbipulor narrowly avoided. The flames scorched his peanuts into ashes instead.

"MY WEALTH!" he screamed before he charged at Ceres.

"Whoops." She jumped to the side, narrowly avoiding the stampede. She jumped into the air and delivered a powerful roundhouse kick to the titan's head, knocking the breath (and brain cells) out of him. She landed on the ground gracefully, a haughty smirk on her face.

Trumbipulor stumbled back, taken by surprise that such a small person managed to do some serious harm to him.

"So, that's how you wanna play, huh?" He snatched a handful of nuts and shoved them up his snout. He let loose a powerful blast of peanut bullets, and Ceres narrowly avoided the salvo, ducking behind a large pile of the stuff.

"Hahaha! Not so tough now, are we?" Trumbipulor taunted.

"Tell me when you start trying, big guy." Ceres grinned as she jumped high into the air. She avoided the incoming bullet fire. Her gauntlets lit up and she unleashed a quick flurry of punches on Trumbipulor's ugly mug: a left jab, followed by a right hook, followed a whole lot of extremely fast alternating punches...and then a burning uppercut that knocked the giant back into his peanut pile.

"You done?"

"NOT QUITE!" The elephant began gorging himself on peanuts, as he grew larger in stature and stronger in strength. "AHAHAHA!"

Ceres rolled her eyes.

"No one can stop me at my strongest! Not even someone like you!" Trumbipulor laughed.

"Oh, I'm fully aware of that," Ceres said calmly. "I can't beat you when you're like this. But he can." Suddenly, a tendril made out of bubbling flesh wrapped itself around Trumbipulor and threw him across the room with ease, sending him crashing through a wall. Trumbipulor rubbed his head as he looked to see-

"WHAT THE HELL IS THAT, AND WHY IS IT EATING ALL MY SUPPLY?!" he shrieked in fear. That small blob Kevin had transformed into was now the size of half the room and it had put a notable dent in Trombipulor's supply, halving it in mere minutes. It didn't even bother shoving it all into its mouth at this point, the monster was just absorbing it into its body.

"This is a mutated sample of a Gourmand," Ceres explained casually, examining her nails while ignoring Trumbipulor's growing fear. "I'm sure you're familiar with their signature never ending hunger, right? Well, this is that concept taken to the highest degree."

"URAYYYAHHH!" More tendrils shot out of Eat the Rich's flesh and wrapped around Trumbipulor's body, pulling him in closely.

"You have two options," Ceres said, staring right into Trumbipulor's eyes. "One: give us what we want."

"And what if I don't?"

"Well, option two involves you becoming some extra pounds on his body. Sounds pretty painful to me." Ceres flashed a fanged grin, and Eat the Rich's maw moved closer to where the elephant was. Trumbipulor went sheet white.

"O-okay! I'll give you the drugs!" he squealed, and Eat the Rich dropped him on the ground.

"Good boy," Ceres sneered, placing some energy cuffs on his wrists. "Now, where is it?" Trumbipulor's trunk pointed over to a pile of nuts. She rolled her eyes and dug through it, before finding a metal box labeled with hazardous warnings all around.

Ceres placed a finger to her ear comm, smiling contently. "Package secure."

* * *

Ben didn't know how dangerous Ceres's job could be- he heard the explosions from R&D often enough, so he figured he had an inkling, but only today did he _see_ how dangerous it was. It wasn't a good sign when your leader was wearing a hazmat suit when you walked into the dining area to grab your post-workout smoothie.

"Okay, what the fuck," Ruby deadpanned.

"Don't mind me," Ceres said blithely, grabbing a water bottle from the fridge. "Hydration is important." She gave Ben a smile and a wave before walking out the door.

Ben stood there, processing.

"...can you move? I'd like to grab a CapriSun," Ruby said, annoyed.

Ceres's lab was under deep quarantine, considering the materials she was working with. It was one thing to disassemble a live weapon, but something else to take apart a box filled with dangerous chemicals that mutated people with a single prick.

"It's disturbing that something like this even exists," Ari huffed, wearing a similar hazmat suit. "What do you think is inside this thing?"

"Probably some bastardized parts of the Omnitrix," Lev suggested, prepping Ceres's tools. "If you know where to look, you can buy some materials similar to those found in the mechanical structure of the Omnitrix on the black market."

"Are people really so stupid that they'd try and make their own Omnitrix?" Ari pondered.

"Believe me, there's some stories of people attempting that." Lev shivered violently. "Results were reportedly horrifying."

Ceres walked over to the box and started to slowly pry it open. At first, she expected some wires and all sorts of level 10 tech haphazardly holding the thing together.

Instead, she uncovered something _much_ worse.

It was an entire tub of formalin, with something carefully floating in the middle. It looked like someone had torn out someone else's peripheral nervous system, an entire chunk of it from their arm... _and it was still intact_. There were pieces of flesh still attached to parts of the nervous system, but what was weird was the tumorous lump that sat in the center of where the needle was propped.

"Dear Fajra," Ari whispered, looking inside the box.

"Something tells me our war and fire goddess had nothing to do with this," Ceres rebuked. "Get me the other boxes. I have a feeling the same stuff is in there as well."

* * *

Hot Shot's blood red fires burned angrily as he watched Weiss dash across the training field. She was nimble, true, but durability and stamina was one of her weak points. He flung a few fireballs behind her so she would speed up a bit.

Weiss stopped dead in her tracks and pointed her sword at Kevin; a wide glyph appeared underneath her, and she quickly flung herself towards the alien. She performed a precise descending crescent slash in front of her, slashing Kevin's chest as he fell back.

Kevin growled as he prepared to strike back with a powerful right hook, but something hard struck his back. He turned to see Kylie holding a smoking revolver, a big grin on her face.

"You traitor!" Kevin yelled.

"Hey, I'd sell you to Satan for one cornchip," Kylie said, sticking out her tongue. "And I don't even like cornchips."

"Oh, you're so dead!" Kevin growled, his hands sparking wildly... before his fire sputtered and eventually died out.

Kylie lowered her weapon. "Whoa, everything ok?" she asked, concerned.

"Uh, yeah," Kevin lied. He played it off quickly; his hands were quickly coated in cold, orange metal, his eyes going black and his body becoming lankier. "Just switching it up a bit!" Radiohead stuck out his hand and released a powerful blast of low soundwaves that caused the room to shake.

Weiss ran up behind Kevin, trying to get a good sneak attack in...but another clone started to walk out of his back, causing Weiss to stop in her tracks. The clone attempted a swipe at her, but it was quickly pulled back into Kevin's main body. Kevin's head shook in pain as he tried to split again.

"...um, ok?" Weiss shrugged and she activated the revolver on her rapier, switching it to a purple chamber. A glyph appeared underneath Kevin's feet, and he began to levitate into the air.

BANG! BANG! BANG! Kylie unloaded a few shots of electric bullets into Kevin's nervous system, electrocuting him and forcing him to revert back to human form. The glyph underneath him disappeared, and he fell face first onto the ground.

"I have no idea how, but we won that!" Kylie cheered.

"Lucky you," Kevin groaned.

"I'm rather surprised myself," Weiss admitted. "What happened?"

"I, uh, got distracted or something," Kevin lied. "I'm still kinda digesting those peanuts from yesterday. They didn't really agree with me."

"Gross," Weiss huffed.

Kylie shook her head. "Yeah, too much info." Her phone buzzed just then. Kylie whipped her phone out of her pocket and read a quick message. "Oops! Emergency meeting time. Ceres found out some info about that Crystal Dolphin drug."

"Already?" Weiss said, taken aback. "How fast does she work?"

"They say she doesn't sleep," Kevin joked. "She sustains herself with coffee and stress."

"It's funny because it's true!" Kylie chimed in.

Weiss rolled her eyes. "You two are weird."

* * *

Kevin _really_ didn't like the glances Ceres was giving him. Whenever she looked at someone that way, there was bad news at hand. Actually, the whole room seemed tense at the moment. The others were all whispering and wondering why Ceres had called them in, and why she hadn't said a word yet.

Ceres eventually cleared her throat. "Earlier today, Ari and I analyzed the 'Crystal Dolphin' drug. And what we found..." she shuddered, "was pretty revolting."

Ari tapped the table a few times, and a hologram of the box appeared in the center. The box started to deconstruct itself, revealing the tub of formalin with the organ inside of it.

"What...is _that?_ " Weiss gagged, appropriately disgusted.

"That's what produces Crystal Dolphin," Ceres told her.

"Wait, really? I expected technology and other fancy stuff," Kylie said, frowning. "What the hell is that?"

"That," Ceres sighed tiredly, "is one hundred percent real human tissue."

"Wait, so, are they actually harvesting people for this stuff?" Ben asked, utterly appalled.

"Well, yes. But change 'people' to 'person'," Ari said, her eyes drifting over to Kevin. He got a bad feeling about this. Everyone did, actually.

"I don't get it," Yang added, her voice shaking slightly. "How can one person produce that kind of drug?"

"Well," Ceres swallowed dryly. "Ari and I wondered that ourselves. We found...a match. In all the other cases we obtained."

"I took some tissue off of each organ, and...the results all narrowed down to one person." Ari shuddered. "There's only one person that could actively mutate themselves, and hypothetically others if said system was introduced to others."

"And who would that be?" Ben asked, a lump in his throat.

"...It's Kevin." Ceres said it quietly, but it felt like a bomb had gone off in the room. She flipped the hologram so that it revealed what was on the other side of the organ: a symbol similar to the one found on Kevin's watch. All eyes suddenly turned to Kevin, who was clutching his wrist in pain. His wrist felt like it was burning, burning like before when he was 11 years old...

The AntiTrix didn't seem to like the news either, and it started to beep loudly, causing everyone to flinch. He stood up and started to hyperventilate. His head scanned the room rapidly, looking for an exit, an escape route, _anything_. The world started to really close in on him and-

Kevin collapsed on the floor.

* * *

 _Beep._

 _Beep._

 _Beep._

Kevin always knew that if he woke up hearing a heart monitor, it signaled something was _seriously_ wrong. And he was absolutely right. There was an oxygen mask wrapped around his mouth, Ari was explaining something to Anna near the front of the room, and...something was MOVING on the AntiTrix.

 _It could still be a hallucination_ , Kevin thought to himself, rubbing his aching head.

"...as it turns out, Kevin's body is slowly rejecting the watch, like how old people can become allergic to pollen as their immune system starts failing them. Kevin's allergies have also single handedly wiped out most of the data stored in the watch. Yesterday, there were around 33 samples. Now, he has 11 left," Ari said. "Removing the watch also proves dangerous."

Anna raised an eyebrow. "How so?"

Ari pulled up the display of an entire nervous system on her tablet, and drew a circle around Kevin's digital nerves. There was a clump of tissue wrapped around area. "What you're seeing right now is the Anti-Omnitrix."

"AntiTrix," Anna corrected her.

"I know," Ari sighed. "It's just a dumb name. Anyways, that clump is like a tumor to the nervous system, and it's taken deep root over the years as Kevin's adjusted to it. And when I say 'deep root'..." Ari isolated the tumor from the rest of the group. While it looked small, it had shot out smaller roots that had dug into Kevin's main nervous system. "I really mean that."

"Dear Lord."

"Removing the AntiTrix could invoke something serious, like spinal cord injury, traumatic brain injury..." Ari listed. "But we did find a substitute for a cure."

"And what would that be, exactly?"

"Lev, Ceres, and I created something to stop Kevin's body from killing the Anti-Omnitrix and to stop the Anti-Omnitrix from killing Kevin." Ari smiled. "We call it Doppler."

"And I resent the name entirely!" A small, British-sounding voice huffed. Kevin's eyes shot open as he looked down at his wrist. There was a small, metallic little slimeball attached to his watch. It had slitted eyes and small tendrils, with the AntiTrix symbol on his head.

"What the fuck?" Kevin gasped, ripping off his oxygen mask.

"What the fuck?" Anna yelled, pieces of paper flying out of the book tucked under her arm.

Ari sighed heavily. "Yeah, we expected that reaction. Doppler here is basically an active vaccine experiment. It's currently working out millions and millions of calculations to find a way to prevent the AntiTrix from killing Kevin entirely, and restore the aliens he lost."

"I have an important job to do," Doppler boasted, posing rather dramatically.

"Doesn't explain why this glob can talk." Kevin frowned, eyeing it carefully.

"I don't need one. I'm saving your life."

"How can something so annoying save my life?" Kevin argued.

"Ask Ben!" Ari chirped.

"...Damn, that's a severe burn."

"Well, it's a true one. Rest easy, now, Kevin." Ari smiled as she walked out of the room.

* * *

Ben poked his head in through the door. "Hey, you busy?"

Kevin looked up from his phone. "Yes. I'm very busy, actually."

"Ok, cool," Ben said, opening the door. He, Ruby and Kylie walked into the room, a bag from Burger Shack in Kylie's hands. Kevin grinned and sat up in bed.

Kylie began rummaging through the bag. "Dunno if this will help with your recovery, but it's better thaaaaa- WHAT THE FUCK IS THAT?" Kylie pointed at Doppler.

"AH!" Ben and Ruby jumped back, equally shocked. Kevin sighed as he grabbed the bag from his sister's hands.

"This is Doppler." He pouted, looking through the bag for his burger. "Doppler, these are my friends and my sister. Be nice."

"Salutations!" the thing greeted the group. They couldn't take their eyes off the small thing, intrigued and disturbed.

"This must be that cure that Ceres was talking about," Ben said. "I thought it'd be some restraint around the watch, not some weird, blorpy thing."

"I am not a 'blorpy thing'," Doppler huffed, insulted.

"Dunno, you look like one," Ruby teased.

"Basically, Doppler here is trying to make a medical breakthrough and is working towards making sure the AntiTrix doesn't kill me. So, that means, until progress is made, I have to limit my transformations." Kevin explained as he unfolded the wrapper on his food.

"Oof," Kylie winced, not knowing what else to say.

"'Oof' is right," Kevin said, before he noticed a bite taken out of his burger. He glared at Ben, who shrugged.

"Processing meal," Doppler suddenly spoke. Kevin looked over to see some ketchup stains around Doppler's 'mouth'. "Beef patty, sesame seed bun, mayonnaise, ketchup and sliced onion."

"And how is THAT info detrimental to my condition?" Kevin complained.

"It wasn't," Doppler stated. "I was just hungry."

"Annnyways," Ben said, sitting down on Kevin's bed. "Sorry we haven't been by recently. We've been investigating Psyphon."

"And? What'd he say?" Kevin raised an eyebrow.

"Well, he didn't exactly say it," Ruby said sheepishly. "But he thought it."

Kevin gave her a blank stare.

"Ben used a weird fairy alien to invade Psyphon's mind," she explained.

"What do you call that one?" Kylie asked. "Angel Dust?"

"Kylie, that's terminology for cocaine," Kevin reminded her.

"Or that one henchwoman from the Deadpool movie!" Ben interjected. "Anyway, turns out Psyphon wasn't alone on the creation of the drug. He had help from an outside source."

"And who was it?"

"Animo," Ben said matter of factly. "I mean, he's the only real mad scientist we know. Shouldn't be that shocking."

Kevin shrugged. "You know what? Fair. He did kind of suck King Crimson right out of me. Maybe he took some more stuff."

"It's looking to be true," Ruby pointed out. "We do know where Animo is right now, so we're probably gonna head out in the next few hours to kick his ass."

"I'll make sure to fill his lungs with helium so it'll be funny when he curses Tennyson!" Kylie chirped.

"Get me a video of that if you can," Kevin told her, finishing his food. "Anyways, I appreciate the visit. Now scram."

"Lemme guess; you gotta attend to your 'business'?" Ben joked.

"Yep. Got a nap scheduled around this time," Kevin bragged. "Right after I read one of the forty or so books mom left me." He gestured to the boxes stacked on the nearby chair, the weight of them making the metal and plastic sag dangerously.

"Does… does Anna expect you to read all of those before her next visit?" Ben asked, his voice filled with terror.

"No, she just gave me some variety," Kevin said.

Kylie eyed the boxes. "Granted, she can easily read about four books a week with her current schedule, so if she were hospitalized…"

"Your mom is an absolute _beast,"_ Ruby whispered in awe.

* * *

Ceres peeked her head in. Kevin's eyes were focused on some alien soap opera, so she thought it would be the best time to interrupt.

"Yo," Ceres said, walking into the room.

"Sup," Kevin answered, shutting off the TV. (Now that Ceres was in the room, he had to act like he wasn't emotionally invested in the plotline of Don Quatro, the hunk of a Tetramand and his seven wives.)

"How are you holding up?" Ceres asked.

"Eh, I'm fine. Ben, Ruby, and Kylie dropped by earlier," Kevin told her. "So, I've just been digesting the food they snuck in and bonding with this guy." Kevin motioned down to the bastard on his watch.

"Ah, yes." Ceres's eyes narrowed. " _You."_

The little bastard somehow managed to look haughty. "You created me, bitch."

"I will literally tear you off his arm, there are better alternatives to you," she hissed.

"Annnyways..." Kevin drawled, quickly changing topics. "How long did you spend creating him?"

"Oh, Lev and I spent a full day creating him, and then another day programming him," Ceres explained.

"When's the last time you slept?"

"Two days ago. I've had back to back 24 hour shifts." She yawned loudly, trying and failing to cover her open mouth.

"...how are you still alive?"

Ceres shrugged. "I'm not even sure I have a heartbeat."

"But in all honesty," Kevin went on, "you really didn't have to do this, Cer. Like, the Galvans would have done this in a more healthy way, one that wouldn't kill you..."

"Listen," Ceres said, softly but firmly. "When the Earth physician Galen came up with the Four Humours and introduced the idea of using opposites to treat illnesses, he couldn't treat all of them. The generations after him had to work night after night to revise his work because he used primates for human anatomy since he couldn't be bothered to work on actual humans. Also, they didn't have anything to reference any new diseases at the time. If there's a chance one of my friends and teammates is dying from some rare affliction, I _will not rest_ until I find something that could potentially slow down the progress or even cure the disease outright. I'm willing to sacrifice my sanity to make sure you're still alive and kicking by the end of the day."

Kevin sighed heavily."...You shouldn't have to sacrifice your health for mine."

"Well, I am anyway," Ceres said, taking a deep breath. "Get some rest, Kevin. You need it more than me."

He rolled his eyes. "Fine, fine."

* * *

 _ **CRASH.**_ Kevin sat straight up, panicked and disoriented. He rubbed his forehead and scanned the room. Nothing was out of place at first glance. "Ok, weird," he said to himself. He got out of bed to do a better search of the room, and still found nothing.

He shrugged, ready to play it off as his mind playing tricks on him, before his eyes diverted to the window peering into the corridor outside. In the halls, there were some black stains on the walls and floor. Despite every horror movie warning him against it, Kevin decided to take a look.

"You should be in bed, you know," Doppler quipped from his wrist.

"Hush," Kevin whispered. "This could be serious."

"Very well," Doppler sighed. "Just remember you can't transform too often. Take breaks. Exercise a bit. Drink water."

"Yeah, yeah," Kevin said as he opened the door. There was the scent of tar in the air, and the hallway was quiet. Kevin looked around to make sure no one saw him sneaking out of the room, and walked over to a stain on the wall.

"What is this?" he asked out loud, not daring to touch it.

"Perhaps I may be of assistance here," Doppler declared. "Allow me to scan the sample."

"Alrighty." Kevin held Doppler up to the stain. He took a quick sample of the substance and 'digested' it, analyzing the makeup of the stain.

"Strange," Doppler commented. "I detect some Polymorph DNA, as well as...a hint of human DNA."

"Polymorph? You mean those weird blob things held up by a tiny saucer?" Kevin asked.

"A very bastardized way of describing the species, but yes," Doppler answered. "This 'Animo' fellow... would one predict he's behind all this?"

"Looks to be," Kevin said, grimacing. "And if the others aren't here..."

"Then we have to defend our ground," Doppler told him seriously.

"Right. Let's just follow these tracks and see what the situation is." Kevin quietly walked through the corridors, peeking around corners to see where the black trail of slime would lead him. He followed it for a few minutes, each moment getting tenser and tenser. It was something out of a horror movie.

And just like all horror movies, the trail stopped halfway through.

"Well that's fucking ominous," Kevin deadpanned as he forced his body to walk forward. He absolutely knew where this monster was hiding, and he knew the second he looked up, the monster was gonna get the jump on him. Why?

There was black liquid dripping from the ceiling.

"Hey," Kevin said, forcing his tone to be casual. "How many transformations can I do per day, in my current state?"

"Approximately three," Doppler replied. "With a time limit of four minutes."

"That's good enough for me," Kevin declared as he activated the watch and slapped down the icon for Black Parade. Tentacles shot out of his stomach, as spider like legs pierced its way through his skin. Kevin quickly regretted transforming into a horrible monstrosity, as his skull started to shift to better suit his corrupted Ectonurite DNA. Kevin wheezed and gasped as he finished up his transformation.

"Wow," Doppler said sarcastically. "That looked like it hurt."

"Shut up," Kevin rasped as he turned his claws pitch black. He scraped at the ceiling, claw marks erasing the tile above him, and a horrific black ooze spilled out onto the ground. Kevin gagged as he stepped back.

The blob formed into a hand and frantically whipped itself around the area. Kevin ducked beneath the blind attack, and he got another quick look at the thing; there was something inside of the black blob, something that looked _especially_ horrifying, all things considered.

"Is that someone's muscular system?!" Kevin gasped, and sure enough, he was right. From inside the blob was a fully intact human muscular system, compacted inside the alien-like a pile of ooze.

"It appears so," Doppler said, analyzing the creature with his own eyes. "What on Earth could have caused this?" Kevin's eyes narrowed and he jumped up. His spider legs latched onto the ceiling, and he contorted his body to get a better look at the sludge. The sludge screeched as it started to attack the ceiling above itself. Kevin just phased through the hands, before jumping down onto the ground.

"What are you planning?" Doppler asked him.

"I'm putting this thing out of its misery." Kevin jumped up from underneath the thing and erased the body floating inside of it. The blob suddenly fell apart and spilled all over the floor. "Figured the body was like the UFO."

"Ergh," Doppler said disgustedly, as he looked at the ground. "What a mess."

"If I'm right, Animo had something to do with this thing," Kevin said as he stared at the black ooze. "Which means..." He gasped as more liquid started to drip from the ceiling. "There's more of them."

The blobs all spilled out from the ceiling, before reforming into more humanoid looking shapes. Their insides looked strange; malformed skeletons, nervous systems and deformed muscular systems floated inside them. Kevin didn't know whether to recoil in disgust or pity them.

"How much longer do I have in this form?" Kevin asked as he looked around him.

Doppler paused. "A minute."

"That's enough for me, then." Kevin took off running, phasing through blob after blob, destroying their 'cores' and barely giving them a second to react. Doppler, meanwhile, was shocked by Kevin's agility and the oddity of the form; spatial erasure was not a normal power of any Ectonurite DNA in his coding.

 _How utterly fascinating,_ he thought as Kevin finished up his massacre. He reverted back to human and took a deep breath, quickly scanning the area for stragglers.

"I think...that's all of them," he panted, as something crept up behind him.

"You certainly did a number on them," a voice joked, and Kevin spun around. Ben stood behind him, looking exhausted.

"What happened with you?" Kevin asked worriedly.

"I could say the same," Ben yawned. "Just glad to see you're ok."

"Seriously though, what happened?"

"Let's just say the Animo mission...was a bit of a flop."

Kevin followed Ben towards their usual hideout. "We didn't even get out of the base before Animo attacked. It was so fast, we didn't even process what happened to Rook or Grandpa Max until we got here."

"What happened?" Kevin asked, looking around frantically. "Where's Rook?"

"Down here," Rook's voice called out. Kevin looked down to see what could only be Rook spliced with Gourmand DNA. He looked just like a Gourmand even with his usual markings and armor. Kevin had to stifle a laugh.

"Glad to see you're alright, son," Max said cheerfully, walking up to them. Kevin's eyes drifted to the magister's left arm; it looked like it had been hit by whatever mutated Rook, because it was basically just a weird green stump.

"Uhhh..."

"Oh, this?" Max said, holding up his arm. "That's nothing. I've had worse."

"That is… genuinely alarming."

"So, yeah," Ben huffed. "Rook and Max got hit with the Animo's mutant ray. So did Ruby, Weiss, and Ari."

Ruby held up her ruby-colored Petrosapien arm. "I honestly have no issue with this. Check it out!" She suddenly shifted her arm into a menacing scythe. "SCYTHE ARM!"

"Alright, Soul Eater Evans," Ari sighed. She looked very metallic, had a robotic backing to her voice, a strange green aura surrounding her, and a few magnetic things stuck onto her body. "We get it. You got the cool end of the stick."

"Well, we both did," the autotuned voice of Weiss commented. Kevin looked over to see a rather elegant looking Sonosorian, wearing Weiss' clothes...and also swaddled in Kylie's arms. "She hasn't let go of me since we got attacked."

"Cuz you're sooooo cute!" Kylie gushed.

"Where's Ceres, then?" Kevin asked.

"In her lab. She's 'sciencing it up'." Yang shrugged. "Poor girl's probably gonna work herself to death trying to find a cure."

"Nah, give it two hours. There's a reason why other Plumber bases keep trying to poach her from us." Ari shrugged. "We just have to defend our base a bit."

"You might want to say 'hi' to Ceres," Rook suggested. "Let her know you are ok and all that."

"Right, right." Kevin walked over to the lab and peered through the window; Ceres looked like she was running on fumes. She must've been working for hours, from the looks of it.

"Uh, hey," Kevin said nervously. "Is it still Tuesday?"

"Nope."

"So, it's Wed-"

"It's like Thursday or something, I don't know." Weiss said, annoyed.

"Jesus Christ," Kevin muttered as he walked into the lab. Ceres was practically sleepwalking now, stumbling around to work. "Cer. You need to rest."

"Get out of here!" Ceres yelled, obviously sleep deprived. Kevin didn't even flinch. "You need to let me work, I...I can handle this..."

"No, you can't."

"I can. Now go...wait in the thingy with the others."

Kevin frowned before he grabbed a pencil off the table. "Hey, Ceres. Catch." He tossed the pencil at her, and she barely even registered the pencil hitting the back of her messy hair.

"...I got it."

Kevin sighed. "Why are you doing this?"

"Because," Ceres huffed. "I need to make sure everything goes as planned, alright? I didn't plan for you to nearly get killed by your own weapon. Or how Animo randomly attacked. I...just need to tell myself I can handle this shit."

"Ceres, seriously. You don't have to prove anything to us. You shouldn't be working like this at all. Your depth perception is off, you're on the verge of hallucinating and honest to God, you are torturing yourself working on this. Let me handle it."

Ceres turned around. She held up a finger, took a deep breath, and...fell to the floor, already asleep.

"...I'll take that as a yes." Kevin picked her up and carried her out into the hideout. "Make sure she gets the recommended amount of sleep. Seriously, turn off all her alarms and quadruple lock the doors."

"Got it," Ari sighed, already used to Ceres's bullshit. "What are you gonna do?"

"Eh, I'll figure something out with these cryptic notes she left behind." Kevin waved some sheets of paper around. "I'll be done faster cause...I'm actually awake. But just to be safe, do you think you can help me when you get back?"

Ari shook her head. "I keep attracting bits of metal to me. I'll be a detrimit in the lab, and it's not like I can work remotely."

Kevin took a shaky breath. "Alright, well, I'll figure something out."

"I know you will," Ari said sincerely. With that, she carried Ceres away. Kevin closed the door and turned to the lab. He took a deep breath before turning to the AntiTrix.

"What intelligent alien forms do I have left?"

Doppler paused to scan the watch. "Your Cerebrocrustacean was one of the few remaining forms. Shall we use that?"

"Yes, please."

Doppler scrolled to Brainsick's icon, and Kevin slapped down the dial. His arms first transformed into claws, as his legs forced themselves out of his body. A shell formed from his head, as it worked its way down the rest of his body.

Kevin groaned as he shook off in pain. "I need to stop turning into aliens with painful transformation sequences..."

"That's on you, buckaroo," Doppler sassed.

"Fuck off. If you existed in a world of my own design, you would be compost."

Brainsick skittered over to the table where Ceres had done most of her research. His eyes focused on the sheets of papers and quickly deciphered the gibberish she had written in her half awake state.

"Got it," Kevin said as he scampered over to another table. He closed his eyes and opened his shell to unveil his brain. The brain started glowing red, and an equally red aura surrounded some beakers full of chemicals.

Ceres was 60% done with the cure, from the looks of it. Kevin just had to complete it. Easy enough, especially as one of the smartest aliens in the universe. He started mixing more chemicals together with the base beakers, the concoction cycling through a few colors. Kevin set down the beaker and levitated a syringe over. He took out a sample and scampered towards the door.

"Wow, you work fast," Blake said, shocked.

"Nah, he cheated," Ari pouted cutely. "No fair using aliens with a range of undecillion IQ."

"Well, you try deciphering Ceres's gibberish on a time limit," Kevin shot back, skittering over to Weiss.

"...good point."

"Now, you might feel a pinch," Kevin cautioned as he wiped her arm with some rubbing alcohol. He stuck the needle in her arm, and she winced from the pain. Kevin pulled out the needle and stuck a band-aid on the wound.

"So, now what?" Weiss asked.

"Uh, should be taking effect...now."

Weiss's body suddenly turned green as she regained her normal human sized proportions. The sequence reminded Ben and Kevin of the Omnitrix reverting them back to human form. A now human Weiss sat in Kylie's lap. The heiress felt up her body to make sure everything was where it was supposed to be, and sighed happily. "Glad that's over with."

Kylie pouted. "Awwww. You were kinda cuter like that."

Weiss crossed her arms. "It was because you were taller than me, wasn't it?"

"...yeah."

"So, does that mean we're all getting cured?" Ari asked hopefully.

"Later," Kevin told her. "Weiss was just a guinea pig to see if the cure actually worked."

"...there better not be adverse side effects," Weiss said ominously.

"For now, you guys hold the base and handle Animo while I produce some more of this stuff," Kevin explained. "It shouldn't take me too long, so, go on! Get to it!"

The others nodded and rushed into action. Kevin scampered back into the lab and began slaving away at multiplying the cure before time ran out for his transformation. The remaining seconds felt like minutes passing; was time moving slowly for Kevin, or was the world just granting him some luck after his recent streak of bad luck?

Neither, actually. A Cerebrocrustacean's thought process is so fast that time seems to slow to a near halt. Kevin was viewing life in slow motion, and his mind was honed to make as many samples as possible...

...dear god, was this how Ceres felt earlier?! Kevin already felt stressed being this smart.

He sighed as he set down the last few syringes, and reverted back to human. He slumped against the wall and wiped his brow. "That was intense," Kevin sighed.

"You did good, kid," Doppler complimented him.

"I don't need your approval."

"I know, just felt it needed to be said."

"Whatever." Kevin he closed his eyes...

And forced them back open when he heard something growling in the vents. He shot back as a hand punched itself through the wall. Kevin could see an eye peeking through the hole, scanning the room.

"...well, now I really do know how Ceres feels," Kevin sighed as he reached for the AntiTrix.

"Wait, hold on," Doppler said. "I...may have something that may help you conserve that 3rd transformation for later."

Kevin raised an eyebrow. "Oh? And what's that, exactly?" To Kevin's surprise, Doppler ran up his forearm and started to form something. His arm caught fire, before rocks surrounded the flames. Kevin gasped as the rocks formed into a small arm cannon.

"What did you-"

"Ceres took the liberty of experimenting with the complete gaps of DNA," Doppler explained. "It was to ensure you were not a sitting duck on the battlefield."

"Please tell me she did this two days ago."

"I believe she did."

Kevin gave a sigh of relief. "I'll thank her later. But, for now..." He grinned as he unleashed flames from his cannon hand. "I'm gonna enjoy this!"

The beast bashed through the wall, as Kevin got a good look at it...and nearly burst out laughing. It was a strange mix between a frog and a Tetramand, and, no matter which way he looked at it, it was still ridiculous.

"I got your rainbow connection right here, Kermit!" Kevin quipped as he unleashed a blast of fire strong enough to blow him back. The mutant tanked the hit and hopped at Kevin. He rolled under the massive croaker.

"Alright, that didn't work. What else you got?" Kevin asked.

"Of course," Doppler said smarmily, changing Kevin's weapon. A bundle of wires manifested in his hand. The frog pounced at Kevin, before he shot his wires up at the ceiling and pulled himself up, narrowly avoiding the mutant's attack.

Kevin's eyes drifted over to the secured syringes and gave a sigh of relief. The frog hadn't touched the table at all, and was easily distracted by something else Ceres had built (which honestly looked impressive). Kevin took this opportunity to strike; he jumped down and extended the wires into the frog's flesh.

"Uhh...something something something...galvanoscope?" Kevin shrugged, as he unleashed an indiscriminate shock through the frog's body. While the frog reacted to that nasty blow with an extended, pained croak, it didn't go down. Instead, it stood up and started swinging its gross little frog fists at Kevin. Kevin's arm became coated in crystals as he grew a shield to defend himself.

Kevin stepped back as he planned his next attack carefully. The frog stood up to deliver a strong hammer attack with its slimy fist...and Kevin grinned as he shifted his diamond shield to a quick blade and slashed its unarmored stomach, cutting it open. The frog fell on its back, while its breathing slowed a bit, before ceasing altogether. Kevin sighed as he slumped against the wall again.

"If another monster fucking attacks me, detatch from my watch and let my condition kill me."

Doppler chuckled. "Ceres mentioned you were sarcastic."

"That isn't sarcasm."

"...now I'm just concerned."

* * *

Ceres's eyes fluttered open. She groaned as she sat up in her bed, rubbing at her eyes. She took a look at the room she was in; the patient's ward, no doubt. The last thing Ceres remembered was Kevin scolding her for staying up so long, and then just being so comfortable.

That was probably when she regained her sense of touch.

"How are you feeling?" Ceres looked over to see Kevin, holding a bag of food in his hand.

"How long have I been out?" she asked, stretching a bit.

"About two days now," Kevin surmised. "You haven't missed much. I took your notes, had Brainsick interpret them, and then made the cure. We distributed it around the base, located Animo, and locked that fucker away."

"What did he even want to do here?"

"I dunno. Something about hacking into our satellites and mutating the west coast?" Kevin shrugged and he handed Ceres the bag. She sifted through the bag to find some good Chinese food waiting for her. "How are you feeling, by the way?"

"Well rested. I can no longer smell colors, so that's pretty good."

"You scare me sometimes."

"Of course she does," Doppler sighed. "What can one expect of a barbaric bastard child..."

Ceres looked up from her fried rice and glared daggers at Doppler. "I know how to kill you in many painful ways. By the way, glad to see you up and about, Kev."

"Thanks. I'm gonna train a bit with that weapon thing you installed in this gooey bastard." Kevin grinned. "I feel I'm gonna have fun with that."

"Knew you'd like it," Ceres chuckled.

"...hey," Kevin said softly. "I just wanted to thank you for working to make this annoying, life saving bastard. You didn't have to do it, but...you did it anyway. You're a stubborn one, you know that?"

"That just means I'm a good leader," Ceres said, smirking. "Now shoo. I'm gonna eat more of this, go back to sleep, and then work."

"Hopefully with some planned breaks in between."

"I'll try, at least."

Kevin shook his head as he walked to the door. "Never change, Cer."

* * *

A/N: The role of Doppler today was played by Arin Hanson. Have fun with that idea.

Sorry again for such a late release, I was swamped with finals. There are two more chapters that are coming out this year (I'm trying to parallel V3's release schedule, just cause) and then I'll be back to posting on the 10th of January. Have a good day!


	33. Ultimate Assassin

"There is no way that happened," Blake argued.

"There is so!" Ruby pouted.

Weiss rubbed her forehead in confusion. "Ok, ok...just, start from the beginning. What happened?"

"I don't see what's so hard to understand," Ben said. "I wanted better reception on the Rustbucket TV, so I transformed into Upgrade. Lightning struck the antenna while I was using it and it brought a cartoon character to life."

"THERE! RIGHT THERE!" Weiss yelled. "THAT DOESN'T MAKE SENSE!"

"WELL IT HAPPENED, OK?!" Ben hollered back.

"Ladies, please stop arguing, you're both pretty," Ceres deadpanned, rolling her eyes.

Why was an argument like this even taking place? Easy. A nice, relaxing picnic in a nice, sprawling park on a beautiful day. It was an impulse decision on Ruby's part, but, looking back, probably the best choice.

That was until they played two truths and a lie.

"Look, I'm just saying; it's unrealistic." Weiss frowned heavily. "If you really got shocked, you were probably hallucinating."

"Oooh, no, it happened alright. That bastard is still out for blood." Ruby shivered. "I can't turn on Cartoon Network without worrying if he's gonna pop up on screen."

"Plus, Ben and I have fought him before," Rook added. "This 'Xingo' character emerged from the TV one evening when we were watching a few horror movies. And he brought the monsters with him."

"That was a _fun_ evening," Ben recalled bitterly.

"Can we get back to the game?" Kylie huffed, right before she scarfed down some mac and cheese. "It's Yang's turn next."

"Oh, really?" Yang perked up, breaking away from her arm wrestling contest with Kevin. (Both of them were cheating; Kevin was using a Tetramand arm, Yang was using her robot arm.) "Alrighty, here goes...uh, I built my own motorcycle, I bench press 300 pounds and..." Her lips curled into an evil smile. "I kicked Tennyson's ass when he was 10."

Ben turned beet red, as he suddenly remembered-

" _Anyway, I should say goodbye to her." Yang grinned. "It was nice meeting you, Tennyson."_

 _"Same to you," Ben said, outstretching his hand...and without a second thought, Yang crushed his hand with her iron grip. Ben cringed in pain as she grinned evilly._

 _"By the way? I could still kick your butt." Yang laughed as she walked out the door. Ben waved his hand around and blew on it to ease the pain._

 _"Oh, I am so kicking her butt the next time we meet."_

Ben slammed his smoothie cup down on the table, a determined look in his eye. "REMATCH! RIGHT NOW!"

Yang gave him a curious look. "Did someone spike your smoothie?"

"Believe me, if someone did, I would have my phone out right now," Ari said with an evil little grin.

"Come on, you wanna start something? Let's go, one on one, red versus blue, no cam kills, I'LL KICK YOUR ASS!" Ben snarled.

Yang chuckled as she stood up. "Alright, I'm game." She threw off her jacket to reveal her broad shoulders and sculpted biceps. She did a few stretches as Ben scrolled through the Omnitrix. The rest of the group watched from the sidelines.

"So, who do you think he's gonna go for?" Kylie asked, a cold CapriSun in hand. "Cannonbolt again?"

Weiss scoffed. "Again? Kylie, think about it. He's got like 40 aliens on that watch. If he turns into that thing again, Yang's already won this battle."

"I think he's gonna go for the alien tiger guy." Ruby grinned. "Make some Wrestlemania out of this. What do you think, Kevin?"

Kevin had his phone out, ready to record the mayhem. "Huh? You say something?"

"...never mind. What about you, Blake?"

Blake glanced up from her book. "Yang's probably gonna win. You've seen how she is. I'm kinda shocked you're not rooting for her."

Ruby gasped, insulted. "Hey, I'm just trying to remain neutral, ok? This is my best friend and my sister fighting! I am _not_ showing any favoritism to either side." She turned around and huffed.

 _Hope Ben wins,_ she thought.

Ben slapped down the Omnitrix. His left arm became ruddy and muscular, and his right arm followed. Two extra arms sprouted out of his lower torso area, as his body became tall and muscular.

"I call this one Fourarms!" Ben declared as he flexed his muscles.

Yang blinked, unfazed. "Wow, original."

Ben cracked his two sets of hands and his neck. "Now...shall we?" The two stared each other down, glaring daggers at one another. The others watched patiently.

"Just kick each others asses already!" Ari yelled.

Ben jumped up and slammed his fists onto the ground, causing the earth to shake. Yang lost her balance and Ben rushed her with a barrage of fists. Yang rolled to the side and activated her Ember Celicas.

She leapt over Ben, and struck his back with a fiery punch. Ben quickly grabs her and...accidentally ripped out a single strand of her hair, oh _God_ , oh _fuck_ -

An inferno surrounded Yang and she rocketed forward, unleashing a devastating combo of flaming hits and blows on the helpless alien, sending him flying through several trees.

Ben shook his head in confusion as Yang pounced on him; he defended himself with his giant arms as she continued to rain down punches on him.

"What's got her all crazy?" Kevin asked, moving his phone around to record the action.

"Yang's really sensitive about anyone touching her hair," Ruby explained. "Like, the first time my dad took her to a barber? Yang blew up the place."

Ceres grinned madly. "If Ben loses, I am _so_ taking her on next."

"We should totally sell tickets for that," Ari said cheerfully.

Ben waited for Yang to pause her attack to take a breath, and hit her in the abdomen with one of his lower arms. Yang made a choking noise; Ben used that moment to unleash a barrage of punches, knocking his opponent into the air. Yang quickly plummeted to the ground, creating a small crater. She easily stood back up and cracked her neck.

"Not bad." Yang punched the air to release a strong Dust bullet that hit Ben dead center in the chest, covering it in ice. "Too bad you don't have a ranged attack."

She fired two more shots from her gauntlets, which Ben avoided, and he broke the ice on his chest. He charged at Yang, who just cocked her gauntlets. Ben went for an overhead swipe, but Yang blocked the attack with her left arm and stood her ground. She then decked the Tetramand in the jaw.

Yang slid underneath Ben in order to fire off a barrage of six shots of lightning Dust from behind. Ben resisted those shots and jumped at her. He delivered a heavy ground pound that kicked up debris, knocking Yang to the ground hard enough for her to bounce. Yang groaned as Ben stood over her.

She chuckled weakly. "Lucky shot."

Ben helped her to her feet. "I could've shifted aliens at any time, but decided to give myself a handicap. You know how it goes." Ben stretched out his massive hand to shake Yang's hand, and she returned it...only for her to twist Ben's hand around with her robotic hand.

"OW, OW, OW! UNCLE! UNCLE!"

Yang laughed as Ben reverted back to human.

"I win~," she teased, sticking her tongue out.

"Oh, yeah," Ceres drawled, walking over. "I want a turn."

"Me too!" Kevin crowed as he bounded over.

"I would be most interested in playing," Rook said blithely.

Kylie shrugged. "I'm game for it."

Yang grinned, knowing she'd just drawn in a crowd. "Oooor...how about we play a game of assassin?"

"What's that?" Weiss asked.

"You seriously don't know?!" Yang yelped incredulously.

"Yang, Weiss is probably the most sheltered out of all of us," Blake sighed. "Don't be shocked."

"I'm hurt by that comment, but yes," Weiss said flatly.

Ari looked up from his phone, having looked at the rules already. "It's this game where the players try to eliminate one another using mock weapons, with the last surviving player winning. Assassin is particularly popular on college campuses, and since we're all college aged or near it..."

"Alright," Weiss said, semi invested.

"We play by Beacon Rules." Yang grinned. "Launch ourselves into the forest, and the first person we see is our partner for the day. You gotta survive till sundown, or at least take down the most players. Safe zone is the center."

"I'm game for that," Ben said, finishing up his smoothie.

"Question is, how are we gonna launch ourselves into the fo-" Ruby's comment was cut off by a bright green flash. She looked over to see Ben as Bloxx, and he quickly shapeshifted his body into a catapult.

"Going once, going twice!" Ben joked.

Blake blinked. "Hey, Ben?"

"Yeah?"

" _What the fuck?"_

* * *

"Why is Earth food so greasy yet addictive?" the albino asked as he scarfed down what little remained of his chili fries.

 _Hell if I know,_ his partner, a girl around his age, signed back. Her hair was mostly brown with pink locks interwoven, with silvery white streaks hidden inside her pink bangs.

"Well, that's one mystery to put on the backburner," Albedo noted as he quickly fiddled with a familiar device; unlike the Omnitrix, the device didn't resemble a wristwatch, looking more like a gauntlet that extended up to almost half of the wearer's arm. The dial popped up, and Albedo twisted it a few times.

"So, how do I look?" Albedo said, straightening himself out. The chameleon module on his Omnitrix was a work in progress, but it worked pretty well regardless. He had the exact color scheme of Ben Tennyson, right down to the outfit he was wearing today; brown cargo pants with a black t-shirt, green trimming on his short sleeves and a wide green vertical stripe going down his torso, a white number 10 emblazoned on his chest.

Neo cocked her head and did a quick look around the boy. _Impressive,_ she signed with her hands. _I kind of expected you to knock him out and steal his clothes._

"Why would I do that?" Albedo asked, furrowing his brow. "That would take up precious time that could be better utilized studying Tennyson's allies."

 _Sorry._ Neo shrugged. _But, hey!_ She snapped her fingers and activated her powers. Her outfit suddenly changed to match Albedo's. _We match!_

Albedo rolled his eyes. "Normally I'd be mad, but seeing as you were the inspiration for this mode in the first place..."

 _Oh, stop~_ Neo teased, waving her hand in embarrassment as she reverted back to her normal, Neapolitan inspired outfit.

"Just wait here. I'll be back within the hour," Albedo told her, sneaking out of the bush he was hiding in.

 _Are you sure you won't need my help?_ Neo asked, concerned.

"I'm sure of it," Albedo said, pointing as his brain. "I have all I need in here."

Ruby walked through through the woods, happily taking in the sights and sounds of nature. She was quietly singing one of her favorite songs, since she was alone and no one was around to judge her.

"Red like roses, fills my head with something something..." she hummed before she heard something rustling in the bushes. Ruby quickly pulled out her weapon and rushed over to the shrub, only to see 'Ben' hiding in there.

Ruby lowered her weapon. "Oh, it's just you. Sorry about that."

Albedo pretended to clutch his heart in shock. "Ah...yes, once the heart palpitations go away, I'll get you back."

"Anyways, wanna team up? I think I have a good idea where the others are hiding." Ruby beamed.

"Sure thing, Ruby." Albedo grinned as Ruby turned her back to him. Now was his chance to strike and properly take note of this strange girl that 'her grace' was so worried about. Ruby seemed too gullible a person to really be a threat. Albedo's hand slowly crept for his Omnitrix, to quietly transform and take the girl out-

Ruby suddenly pointed to the left. "BEN WATCH OUT, A PEACOCK!"

Albedo shot her an incredulous look. "...okay?"

Ruby whipped out Crescent Rose again and pointed the barrel of her gun at Albedo's face. He barely flinched.

"Yeah, you're not Ben."

"What?!" Albedo gasped. "How did you-!"

"Well, for starters," Ruby drawled casually, "Ben's got this irrational fear of peacocks. He'd be running away if there was actually one here. Second, Ben _always_ calls me Rue when we're alone."

"You two are that close?" Albedo frowned as he deactivated his Omnitrix's disguise function, quite literally revealing his true colors.

Ruby grinned. "Absolutely. But I'm glad you took the bait." She examined his discolored form. "Jeez, you look like a DeviantArt recolor, dude. Who are you?"

"Oh, no one important." Albedo suddenly slapped down his Omnitrix, and Ruby was blinded by a harsh red flash.

When she opened her eyes again, there was a feline-like alien right in front of her. He had a black suit-like colour scheme. His hands, legs, chest and part of his head were coloured red. He had spikes on his hands and legs, and also black mask-like fins around his red eyes, with a triangle-shaped nose, and a thunderbolt-like design down his chest.

"I'm just doing a few observations, that's all."

Ruby barely had time to react; the alien suddenly blitzed her with a flurry of fast punches and kicks. Ruby could feel her aura depleting rapidly, so despite her confusion she knew she had to act _fast._ She used her semblance and turned into a flurry of petals, blinding the alien as she sped high into the sky.

"Piss off, knockoff XLR8!" She began firing wild shots of Earth Dust down onto the ground, causing giant spikes to pop up. The thing sped past each one of them, his fur crackling and sparking as he did.

Albedo jumped back swiftly, throwing a lightning bolt at his skyward opponent. Ruby gasped and dodged the attack before it could even touch her.

"...ok, maybe it's not a knockoff XLR8, but the Flash in a fursuit," Ruby muttered as she landed on the ground. The alien kept on throwing more lightning bolts at her, but Ruby dodged the blasts with her semblance, avoiding each with style and ease.

Albedo suddenly appeared next to her, and Ruby responded with a quick few slashes from her scythe...that seemed to phase right through him.

"Don't tell me. Are you vibrating your molecules to make you intangibile?" Ruby sighed. Albedo responded with a powerful blow to her gut, sending her flying through the air and into a tree. Albedo grinned as he ran towards her. _Yes, this girl was certainly nothing to sneeze at, but nothing Salem needed to really worry about-_

Ruby grinned as she fired a bullet on the ground. Albedo shrugged it off as her trying another trick with her Earth Dust. He'd just phase right through it and finish her off-

Albedo slipped on a sheet of ice that formed underneath his feet. "You little b-" He was cut off when he smashed his face into a tree. Now, that's already painful enough, but imagine smashing into a tree at 300 MPH.

 _Yikes._

Albedo stood up and looked around. A few rose petals lingered in the air- Ruby had obviously made a break for it. He sighed as he rubbed his face in pain.

"She certainly is a tricky one," he said to himself as he reverted back to human. "Still, an informative experience." He walked off into the forest, hoping to find more of Tennyson's allies.

* * *

Kevin had no idea how to talk to Blake. Not because he was socially awkward or anything, but because she was so quiet. She radiated the same aura a cat would when it was staring into the corner; you didn't know what it was seeing, but you were scared regardless.

Kevin coughed. "So, uh, any plans on what to do if we're attacked?"

"Mainly just keeping them at a distance so we make a quick getaway and survive until sundown," Blake said, turning a page in her book. "I suspect your ability to use Doppler's weaponry should help us."

"She's not wrong," Doppler chimed in. "I _am_ the backbone of this operation."

"Hush, you," Kevin said, flicking the thing in its 'nose'. Suddenly, sticks started snapping behind them. Kevin and Blake readied their hand just as Albedo walked out, Omnitrix already activated and glowing a dangerous red. He glared daggers at the two before he slammed down his faceplate; his skeleton became more durable, as crystals sprouted out of his back and around his hands...

"Kevin Levin." He grinned maliciously. "Just the man I've been looking for." Albedo immediately started firing shards from his hands. Kevin and Blake gasped in shock before ducking for cover behind a large boulder.

"Jeez, he full named you," Doppler sassed. "He must be really into this game."

"Uh, yeah, if you didn't notice," Kevin said, as he started to form two dinosaur-like fists around his hands, "that wasn't Ben."

"Yeah, last I checked, red was more your color." Blake noted as she loaded up her weapon. "Forget the whole 'running away' plan, we gotta take this thing down to tell the others!"

"Yeah. Now get behind me." Kevin picked up the boulder they were hiding behind. The two of them ran forward, the boulder acting as a shield against the flying crystals. Kevin rammed it into Albedo's face, but he didn't even budge; the boulder fell to pieces, and Albedo just glared at them.

He raised his hand and sharpened it into a blade, swinging it at the two of them. Blake quickly blocked with the blunt side of her weapon, but her defense was almost immediately broken, as Albedo's tough form overpowered Blake's weapon...but not her semblance. Albedo suddenly found his fist briefly stuck in a clone of Blake, made perfectly out of the earth. Blake pulled Kevin back and they immediately made a run for it.

Albedo shifted his foot, and a crystalline wall shot up from underneath the ground and blocked Blake and Kevin's escape.

"What is with this guy?" Blake growled as she fired off two quick shots from her weapon.

Albedo boredly blocked them with his wrist. "Pathetic," he yawned, as crystals started to erupt from the ground.

Blake leapt away and Kevin quickly rolled to the side. A crystalline wall separated the two from each other, and much to Kevin's luck, he ended up on the side with Albedo. "I felt it might be fair to let us duel first. The girl obviously lacks the ability to transform. I feel it would be fair to spare her...for now."

Kevin decided it was best to go out fighting rather than just surrendering; he swung his fists at Albedo, who blocked them with ease. Albedo raised his hand, and more sharp crystals suddenly poked their way through the ground, and Kevin had to quickly sidestep them to avoid getting skewered like a shish kabob.

Albedo suddenly snatched Kevin off of his feet, carefully observing him.

"Interesting," Albedo said as he cocked his head. "You've drawn out the energy from within your organic Omnitrix to create weaponry. I must look into this." Kevin gasped as his hands quickly shrank down and became more sleek looking.

"Oh no, you are _**not**_ dissecting me!" Kevin snarled as he unleashed a sound blast from the palms of his hands. Albedo's form shook as his hand shattered, freeing Kevin from his grasp. The second Kevin's feet hit the ground, he transformed into Smashing Pumpkins.

"You're smart," Kevin admitted, "but your attacks lack power." He slashed at Albedo, four vines protruding from his fingers. The vines slashed at his tough diamond skin before Kevin clenched his fist. Fire suddenly ran up the vines, and Albedo's form exploded.

Before the dust could even clear, Kevin took off running towards the wall; he hoisted himself over with some vines on his back and grabbed Blake's hand. They ran through the forest, not daring to see if Albedo had followed them. With every step they took, the forest around them grew thicker and denser, as if creating some sort of barrier.

Albedo growled, his diamond body reforming. "Quite the clever one," he noted as he reverted back to human. "This is starting to really irk me. Are all humans tricksters in some regard?"

Albedo paused as he remembered Neopolitan.

"What am I saying, of course they are."

* * *

Ruby rushed through the forest, desperately searching for someone, _anyone_ who could help her. Dealing with Ben was one thing, but an _evil_ Ben? That outright terrified her. The Omnitrix was an obviously benevolent device, and should it fall in the wrong hands… She shivered at the thought of someone like Vilgax getting their hands on it-

Ruby crashed into someone, and they both went tumbling painfully to the ground.

"OW!" Ben whined as he rubbed his back. "You really gotta warn a guy when you do that!"

Ruby shot back up, still on the defensive. "Is it really you?"

Ben gave her a confused look. "What? Yeah, of course it's me, why wouldn't it-"

"LOOK A PEACOCK!"

Ben screamed and jumped into her arms, looking around fearfully. Ruby awkwardly patted his back and set him back down. "Thank Oum," she said. "We got a situation."

"What is it?" Ben asked, his heart rate beginning to calm.

"There's a dude in the woods. Looks just like you, but he's got snow white hair-" Ruby explained.

"Did you run into Danny Phantom?" Ben interrupted, raising an eyebrow.

"That's beside the point! The dude has an Omnitrix like you, and he's crazy evil!"

He felt a lump in his throat. "What?"

"Dude came at me with this alien I've never seen before! Do you have a cheetah alien that can, like, shoot thunderbolts or something?" Ruby asked.

"No, I don't," Ben said, still processing what was going on. "But that alien just sounds _weird."_

Ruby grimaced. "Then something tells me he's got some more tricks up his sleeve."

* * *

"So, be honest," Kylie grinned as she and Yang walked through the forest. "Did they _actually_ launch you into the forest?"

"Hm?"

"You know, the Beacon staff," Kylie said, shrugging. "Did they, like, use catapults or something?"

"Oh no, they just used some launchpads," Yang explained. "It was kinda weird, but hey, it spread us out."

"And that's how you met Blake, I assume," Kylie teased. "So, what's the deal with you two? Are you, y'know~?"

"I could ask the same about you and Weiss," Yang teased back.

"...you play dirty, Xiao Long."

"I know."

"But, uh, how's your second year going so far? Are you exercising enough? Do you have a balanced schedule?" Kylie asked curiously.

"Kylie, I'm fiiiine," Yang reassured her. "Honestly, you sound like my dad right now."

"I'm just worried about my friends, that's all," Kylie pouted. "If I don't connect with one at least once a day, I will shrivel up and die."

"Understandable," Yang commented, before she stopped in her tracks and noticed something up ahead. "Woah." Kylie was confused, until Yang turned her head towards what she was looking at. "Looks like Ben was busy."

Kylie ran over and examined the giant crystalline walls. "Guess Diamondhead did a good number on whoever was here."

"Is that what he _really_ calls his Petrosapien form?"

Kylie perked up as Albedo walked out from behind the wall. Yang cocked her head and studied the boy's form.

"Jeez, Ben. Never took you for a scene kid," she joked.

"Nahhh," Kylie cut in. "He looks like one of Weiss' siblings. Obviously one that's going through a rebellious phase. How'd you dye your hair white, dude?"

"This isn't dye," Albedo scoffed. "This is my form's natural hair color."

"Wow, how emo are you, dude?" Kylie teased.

Albedo decided it was best to just attack the two right now than just stand around and be roasted. He slammed down the Omnitrix; in a flash, Swampfire was hurling a fireball at the two. Kylie reacted with a quick cloud of carbon dioxide to kill the flame before it reached them.

"Jeez, he's cranky," Yang said as she prepared for battle.

"I'm starting to think this isn't Ben."

"Well, whoever it is, I can take 'em!" Yang rushed forward, ready to strike Albedo with a fist to the face. Albedo traded off Yang's leading punch with a kick. The pair traded several kicks and punches, and Albedo could see that Yang was exceptional when it came to hand-to-hand combat. But there was something strange about her fighting style; it seemed wild and erratic, and yet so carefully calculated. What was this girl planning?

Albedo prepared to deliver another kick to Yang's side, but something wrapped around his leg and stopped him. He looked down to see his foot had been wrapped in some wire coming from the girl's robotic arm. Albedo gasped, and Yang jumped back and tore his leg right off his body. Albedo awkwardly hobbled around, trying to strike Yang with a flurry of fire balls-

BANG! BANG! BANG! Three gunshots hit his torso- his flames died out and his plant skin began to turn yellow around the wounds. Albedo looked up to see Kylie, holding her pistol, and Yang, holding his leg.

"Cute," he muttered, regrowing his leg. He clenched his fist and threw some seeds at them. The seeds dug into the ground, and vines shot up from the ground and ensnared the two. Albedo grinned as he tightened his grip.

"What is with this alien?!" Yang snapped. "It's like that plant dude and the fire dude had a kid!"

"Yang, sweetie, I love your humor but let me tell you, that joke has been overused for _years_ ," Kylie sighed as she squirmed. She released a quick puff of liquid nitrogen that quickly froze the vines wrapped around the two girls. They broke out with ease and landed on their feet.

Kylie quickly reloaded her weapon, and Yang readied a battle stance. Albedo grinned, thrusting his palms forwards and releasing a powerful wave of flames. Kylie and Yang broke away, dodging the flames with ease. Albedo let up his fire, allowing for the two girls to rush back in. Kylie quickly unloaded her nitrogen-filled bullets into Albedo's chest and arm, causing them to shrivel up.

"Ergh!" he hissed, right before Yang uppercut him in the jaw. She unleashed a quick flurry of punches, and Albedo collapsed to the ground. Yang quickly regrouped with Kylie and gave her a quick high five.

"That's twice today I've kicked Ben's butt!" she said, beaming.

"I gotta hand it to you," Kylie chirped. "You are on a roll today!" The two ran off, happy about their victory.

Albedo frowned as he rubbed his head. "That girl was even more tenacious than the last. How tough _is_ this backwater planet?" He felt someone tap his shoulder. He spun around to see Neo, holding a water bottle and an apple.

She handed them to him, singing a quick _For you._

"Thank you," Albedo said sincerely. He unscrewed the bottle and drank deeply.

 _You're getting your butt kicked,_ Neo teased. _I thought you were good at this._

"I am," Albedo grumbled as he wiped his mouth. "I'm more used to 'formulated' attacks. The species I've fought all had a clear, exploitable weakness thanks to their shared powers. But these humans? Impossible to read. There is no 'shared' fighting style on this planet. I can see why she sent me out here today..."

 _Yeah, we're tough like that._ Neo smiled as Albedo took a bite of his apple. _So, what now?_

"I've yet to face the Archimedeans, the Revonnahgander, and the secondary member of the huntress team," Albedo listed.

Neo gave him a blank look.

"The girls with the horns and dark skin, the cat alien, and the rich girl," he restated in layman's terms.

 _Ah,_ Neo signed. _Alrighty then. Good luck!_ And then she disappeared, just like that.

* * *

When Albedo thought of the Archemedians, he thought of proud, intelligent warriors that the Galvans had collaborated with multiple times. They had been great allies when the Galvans went to war with the Cerebrocrustaceans hundreds of years ago, in the legendary 'War of Wits.' One particular Archimedean, Ileana Petranova, stood out amongst the rest for not only rivaling Azmuth in intelligence (so much so that the Archimedeans called her 'The One True Thinker' as a cheeky counter to Azmuth's legendary nickname 'The First Thinker') but also for being Azmuth's best friend. Legend said that when Ileana died, Azmuth went into hiding to mourn her. Albedo had never found anything other than circumstantial evidence of this- Azmuth was notoriously elusive- but the tale was entertaining regardless.

As a result, Albedo expected great things from the Archimedeans. How could he not, when their intelligence and military prowess made them the Atlas of the universe? Surely these Earthbound counterparts stood up to par.

He… didn't expect this. _At all._

"THE FUCK IS THIS SHIT?!" Ari screamed at Albedo. Or rather, a Rath version of Albedo that was skinny, rational, and calm.

It was _unnatural._

"Ari, please calm down-!" Rook tried to comfort her.

"I appreciate it dude, but you gotta draw the line!" Ari cried out. "You gotta draw a fucking line in the sand, man! You gotta look inside yourself and ask, 'what are you willing to put up with today?' NOT. FUCKING. THIS!"

"...that is...certainly a way to greet somebody," Albedo said, shocked.

"...okay, you know what, you have a point," Rook conceded, eyes wide. "This is _beyond_ wrong."

"Indeed it is," Albedo agreed, running at them. Ari sent purple flames at the alien, her rifle shifting into a sword with fluid ease. Albedo crossed his arms and shrugged off the attack. He jumped up and prepared to strike Ari in the face, but Rook quickly blocked him with his Proto Tool's shield.

Ari went in for a stab, nearly gutting Albedo, but the alien quickly escaped with unnatural grace. Ari leaped at him and bashed her shield into his shoulder, aiming her sword for his neck, but somehow Albedo was able to escape.

Albedo responded with a smirk, and he unleashed a barrage of punches on the spot, knocking Ari off their feet. "Oh fuck you!" she shouted as she flew through the air. Rook took her place, aiming a kick to the head.

Albedo caught the foot. Rook fully expected him to twist it, or slam him around like a rag doll, but instead Albedo just shoved him back on the ground. Rook flipped back up, and Albedo made a finger gun motion at him.

"...I do not follow," Rook said, raising an eyebrow.

"Give it a second," Albedo said, as a short claw grew out of his fur. He fired the claw at Rook, who narrowly avoided it. The claw bullet instead shot through a tree.

"Now that is just unnerving," Rook stated flatly.

"Thank you, I try."

Rook flipped around and easily shot him with an energy arrow, right into his back. Electricity fizzled out of the weapon, and Albedo screamed as he was tased. He fell to the ground, twitching and nearly unconscious.

"Well, that was weird," Ari grumbled as she walked over and kicked Albedo in the gut.

Albedo groaned pitifully. "Perhaps you should have kicked him in the head," Rook mused. "It may be a cheap tactic, but that tends to be the fastest way to knock someone out in Earth movies."

"It can also leave them concussed... which is perfect!" And Ari gleefully slammed her boot down on Albedo's head, knocking him out instantly.

Albedo groaned as he felt someone smacking his face. "Neo, you can stop that..." Another smack. "Okay, okay, I'm up!"

 _You're doing horribly against these guys_ , Neo signed. _You seriously need to bring 'them' out._

"Is that wise, though?" Albedo asked, brow furrowed. "They're supposed to be a trump card. Revealing them now may not be such a good idea."

 _You're getting your ass kicked with the normal aliens. What do you have to lose?_

"...an excellent point. Then again, I am trying to challenge myself. I try to vary my forms, unlike Tennyson who, according to my studies, once transformed into nothing but his Vaxasaurian form for a full three days."

Neo made a face. _What a dumbass._

"Indeed."

 _So, what now?_

"I'll just have to take care of the remaining two," Albedo declared. "And then I'll introduce myself to Tennyson."

* * *

Weiss was kind of intimidated, being in Ceres's presence. While she had the utmost respect for her, she did find it hard to talk to her.

Mainly because she was already blushing enough.

"Hey, you feel that?" Ceres said, looking around. A chill was in the air.

"Huh?" Weiss said, looking around. Suddenly, something caught her attention. A nearby plant seemed to be...freezing over. Frost covered the thing.

"Feeling chilly?"

The two of them looked up to see a black skeleton with rainbow wings that let light shine through, like the window panes of a church. The thing looked malicious, and certainly interesting, especially his red Omnitrix symbol.

Ceres could feel the cold already seeping into her skin. She hadn't worn her thermal coat- she needed to figure out a way to turn it into a proper uniform and have it appear on her body instantly, therefore making it portable, but that was a thought for later. Right now it felt like ice was being injected into her veins, and frost was already spreading to her hair. Ceres began to generate heat, letting wisps of blue fire escape her palms as steam emanated from her body.

"C-ceres!" Weiss could feel her eyes beginning to clamp shut due to the cold. She struggled to control the glyph underneath her feet, and even then, she could barely feel the heat coming off of it.

Ceres pulled her close, basically hugging her. Weiss sighed happily as frost disappeared from her flesh. It was like sitting in front of a warm fire on a cold winter's night, dressed in your favorite pajamas with a blanket wrapped around you, a mug of hot chocolate in your hands.

(It helped that Ceres smelled really nice, like cinnamon and vanilla and a warm sunny day.)

Weiss had to remind herself she was in the middle of a battle and not at said fantasy. "What the hell is up with this alien?" Weiss asked, shifting the Dust load on Myrtenaster.

"Some subset of Necrofriggian, most likely," Ceres said, her voice low. "Probably a genetic mutation that lets them manipulate thermal temperatures. I don't think he can turn intangible in this form, though. We can work that to our advantage."

Weiss gave a small smirk. "That's good enough for me." She pointed the weapon at the alien and conjured up a whirlwind from the tip of her blade.

"What are you doing?"

"Blowing this thing away!" And in a way, Weiss was. The lack of intangibility on the alien really showed, as Albedo couldn't resist the wind, and flew back into a tree.

"Fry, bitch!" Ceres exclaimed as she sent a torrent of blue fire at the tree.

The alien hissed and yelled in pain, but it quickly put out the flames by spreading its wings, extinguishing the fire instantly. Weiss conjured up a few glyphs behind her and Ceres, sending out a few blasts of lightning towards the thing.

"Not bad," Ceres said approvingly. "I see why Ruby speaks so highly of you."

(Weiss would never admit to preening at her praise.)

Weiss's joy didn't last long, however. Albedo flew at the two girls, ready to make one last strike-

Only for Ceres to step aside, lift her arm, and clothesline him. Albedo got the wind knocked right out of him, falling to the ground and groaning in pain. He reverted back to human form, and Weiss eyed him carefully.

"...kinda reminds me of my brother," Weiss finally said.

"Is he whiny and spineless?" Ceres noted dryly.

"I...resent...that," Albedo wheezed.

"I'm more curious as to why he looks like Ben," Weiss admitted.

Ceres quickly cuffed Albedo and threw him over her shoulder in a fireman's carry. "We can ask him in his cell."

Weiss blinked. "Do you have the feeling that this battle was rather anticlimactic?"

"Honestly, I prefer my battles that way these days," Ceres admitted. "Drawn out fights are fun and all, but with the chaotic dumbass energy my team gives off, short fights are a precious commodity."

"I can relate," Weiss sighed as she followed Ceres back to the camp.

* * *

Ceres was still defrosting as the others met back up to the starting point. Archimedeans flourished in warm climates, preferably deserts and rainforests. It was why she did so poorly in cold weather- granted snow was fun to play in, and she could certainly admire the beauty of winter, but actually _fighting?_ Terrible, would not recommend for Archimedeans of any age.

Once everyone was together, they all unconsciously agreed to stare at Albedo. "Alright, so, apparently there's like three Omnitricies out there?" Ben asked, bewildered.

"What?" Ceres asked indignantly.

"Oh, Omnitricies? That's the plural form of Omnitrix. Omnitrixes doesn't sound right."

"Ok, I know this isn't the time," Ceres huffed, "but you are _absolutely_ wrong."

"Oh, he is. I don't know where he got that from," Albedo sighed.

"Shut up, you," Ceres snapped.

Albedo's stomach growled. "...well, this is awkward. Do you happen to have any food?"

The group shared a glance, and then shrugged. "Eh, why not. There's some food in the bag," Ben said, gesturing to it.

Albedo walked over to said bag and pulled out some chips. He didn't particularly like the odd triangle shape of them, but Albedo's instincts told him it was safe to consume, so he scarfed them down and quickly (and safely) as he could.

Ben looked at Albedo, taking in his duplicate's appearance. "That's a good look on you," Ben joked.

"Not in the slightest," Albedo hissed as he put the empty chip bag back into the backpack. "Out of all my transformations, this one is the _worst._ This is a sticky, sweaty, noisy, hungry, hairy, smelly teenage human body, constantly craving chili fries and scratching myself in places I suspect are inappropriate."

"TMI, dude," Kylie gagged.

"He really is you," Ceres noted, rubbing at her chin. "But, question: the Omnitrix takes the sample of the prime example of a species, right?"

Albedo nodded. "That is correct."

"Ok, so, why do you look like Ben?" Ceres asked. "No offence, by the way."

Ben shrugged. "None taken."

"Tennyson's DNA is encoded as the default in the Omnitrix," Albedo explained. "Mine apparently synchronised across space and time with yours."

"Alright," Weiss said, frowning heavily. "But that doesn't explain what you're doing with an Omnitrix in the first place."

"I'm fulfilling the role Ben never could bring himself to do," Albedo said seriously. "I'm acting as judge, jury and at times, executioner."

"So, what, you're a more competent Ben?" Kevin said. "No offence."

Ben glared at him. " _Some taken."_

"In a way, yes. I acted as a more galaxy wide hero. I took on the tasks Ben could not," Albedo explained. "After hearing about the Vilgax incident-"

"Of course you did," Ben sighed.

"As I was saying," Albedo continued, irritated. "I sympathised with both sides. Vilgax's intentions were right, but his path to obtain said intentions was wrong. The young Tennyson's reaction was also correct, and yet, he could've done something different."

"Look, when Vilgax tortures one of your friends, you don't really give a shit about what his morals are," Ruby argued hotly.

"And I agree. The Omnitrix is a complicated device. It needed to be placed in more 'capable' hands. So, using my advanced intellect, I built my own Omnitrix and acted as a hero for a few years."

"So, you're here to do _what,_ exactly?" Ari asked.

"Observe," Albedo answered coolly. "To figure out why the wielder of the Omnitrix associates himself with this backwater planet, when there's much more going on throughout the galaxy. The more I study the history and politics of this planet, the more sure I feel that humanity is, in some ways, fundamentally cruel and evil. No matter how complex your technology, no matter how well educated, no matter how legalistic you become, it's all just a show you put on for each other. You like to pretend you're kind, thoughtful, and loving, but our behavior shows only a fundamentally vicious, selfish, and short-sighted mistake of a species. So, I'm here to gather info. Nothing more."

"...really?" Ben asked, raising an eyebrow.

"I dare not lie. Your moon isn't even intact, why do you restrain yourself here?"

He shrugged. "Alright, cool."

"Hey, don't talk shit talk the moon, she's a giant lesbian and I love her!" Kylie huffed.

"I don't even know what that means," Albedo said flatly.

"Shut up. You're a full grown person that was originally a fuckin frog," Kylie shot back.

Albedo rolled his eyes and turned his attention back to Ben. "If it's not too much to ask, may I engage you in combat?" he asked politely.

Ben shrugged. "Sure."

"I have all of your powers and a superior intellect. I feel like this victory is in my hands," Albedo boasted.

"Uh huh. Cool." Ben slapped down the watch; he melted into the ground as his skin turned a bright green. A small UFO entered the scene and started lifting the puddle up into the air, forming it into a humanoid blob-like creature. "GOOOOOOOP!"

The thing jumped into the air and started throwing globs of itself at Albedo. Albedo quickly dodged them, and they hit the ground, the crash sites melting dangerously. Albedo ran as he dodged more slime blasts.

"Oh, no you don't!" Ben extended his arm, shooting out an 'acid hose' that narrowly missed Albedo. He quickly ducked behind a stone before the other guy could retaliate. Albedo activated his watch and slapped down the hologram of a hulking alien.

Albedo's body started growing bigger, as scales grew around his body, followed by some chest armor and a helmet around his head. A massive shell formed around his back, and Albedo's Humungousaur roared as he unveiled his unlikely weapon; a turret that replaced his left hand.

"That's different," Kevin noted.

"And cool!" Ruby gushed.

Albedo grinned as he stuck out his hand and unloaded literal missiles. Ben gasped and quickly dodged them, Albedo leveling the forest around him. The onlookers ducked down as the missiles turned the forest into a fire.

Ben landed on the ground with a dull flop. Albedo made a beeline for his target, eager to kill. Ben huffed as he slapped the Omnitrix symbol to change forms. Roots ran up his hands as he shifted to the more organic (and eco friendly) Swampfire.

"Here's mud in your eye!" Ben yelled, his hands secreting some adhesive mud. He tossed it at Albedo's face and perfectly struck his eyes. Albedo blindly charged at his opponent, still dead set on taking him down.

Ben slammed his hand onto the grass, and the plant life around him began to change. Roots from underground popped out and tripped Albedo, and Ben threw some seeds on top of him. Vines grew around him, bonding him closer and closer to the ground. Ben then bombarded the massive target with fireballs.

At least, until the vines went taut and snapped apart, the sound like glass breaking. Albedo's ghastly Big Chill spread his wings, and Ben paused to get a better look.

"Shit!" Ceres yelled out. "Ben, get back! His wings-" But she was too late ; the beams of light hit Swampfire and froze him solid.

"I...can...seeeeee...that..." Ben shivered as he weakly reached for the Omnitrix. He slapped it back down, and he changed forms again. Brainstorm easily broke free of the ice and quickly skittered away from the light. Albedo chased after him.

 _What's with this guy's aliens?_ Ben prosed to his teammates via telepathy.

Ceres narrowed her eyes at Albedo. "It looks like personal DNA modifications."

"So, they're mutated?" Kevin asked, eyeing his own AntiTrix.

"Not exactly. Yours are sort of like corrupted files. This guy? It's like he personally made sure his aliens could withstand any kind of combat."

"Alrighty, so he's just a smarter Doctor Animo," Kevin said bitterly. "Just with enough smarts to _literally build an Omnitrix_." (No one held his tone against him. Animo may have been smart enough to make Vilgax functionally immortal, but he didn't even _try_ with the AntiTrix.)

"What I don't understand," Ruby interjected, "is why he's suddenly Mr. Expert now that he's fighting you. He kinda struggled to keep up with us."

"He said he was some sort of 'intergalactic Ben', right?" Blake pointed out. "Maybe he's more used to fighting aliens than humans. Especially since each of us is different, with our own fighting styles and weapons."

 _That makes sense,_ Ben said. _Let me go through a few more aliens. I wanna see what he can really do._ He stopped in his tracks and popped open his head shell, revealing the delicate brain underneath.

 _Tremble before my electrical power, you feckless facsimile!_ Ben mentally yelled. Lightning shot out of his cerebrum, electrocuting the strange Big Chill. Albedo screamed in pain as he weakly reached for his Omnitrix-

And was gone in a flash. Ben paused to close his shell. _Where did that rapscallion-!_

 _ **THWACK!**_ Something slammed into the back of Ben's head, clocking in at 400 MPH. Ben toppled forward, and Albedo rushed past him once more, delivering some more powerful blows to Ben's head. Ben hissed as he slapped down the Omnitrix, swapping to the more durable Slapback.

Albedo struck Ben's back, which caused him to split. With expert timing, one of the clones grabbed Albedo and duplicated himself to weigh the alien down.

"Gotta admit, you're pretty good at this!" Ben complimented. "I can see why you handled the space stuff."

"And...I can see...why you remained here!" Albedo gasped.

He crumpled under the weight of the clones. There were too many of them, and their numbers and weight made running impossible. Albedo weakly grasped for his watch and slapped down the symbol, his form became larger and more spherical.

A red swirling sphere appeared on his chest, and he stomped on the ground; his foot became encased in large brown rocks, and his arms started to become encased in the same material...

Albedo spread out his arms and unleashed a strong pulse of gravity that removed the weight of everything around him. One by one, the Slapbacks floated off of him and into his personal orbit, and Albedo's arms retracted back into his body. The Slapbacks spun around him, screaming for help.

"Should we intervene?" Ruby asked worriedly.

"Not yet," Ceres said, holding her back. "Let the idiots fight it out."

In midst of Albedo's little 'gravitational spin cycle', Ben reached for the Omnitrix and transformed into an unexpected choice.

"Echo Echo!" he yelled as he increased his clones. Albedo raised an eyebrow as he watched the clones obscure his vision.

"What is this?"

"Oh, nothing," one of the clones sneered.

"Just showing you why-" another one said.

"It was a bad idea to bring us this close!" The clones took a deep breath and released a powerful, close range echo chamber that nearly rendered Albedo deaf. He released his gravity field, brought his arms back out, and clasped his ears. His form shook as he reached for his Omnitrix-

Albedo's form became nice and slender, shedding the rocks from his body. A yellow patagia dropped down from his arms as a tail sprouted out from his back. The mantaray-like alien flipped through the air as he unleashed a powerful optic blast that exploded when it hit the ground, taking out a big portion of the army. The remaining members scattered as Albedo continued to raze the land.

The clones all regrouped right before Ben hit the Omnitrix, transforming into Shock Rock. Ben's body started to glow menacingly, and the clouds above Albedo turned black. Albedo shot out another powerful neuroshock, but Ben simply absorbed it and converted it into his own. Ben grinned as blue lightning crashed down from the sky and hit Albedo. Albedo screamed in pain as he fell to the ground...

And slapped down his Omnitrix symbol.

Ben crashed down another blast of lightning, hoping to knock Albedo down for good this time. Instead, to his shock, the leopard alien from before stepped out of the crater, panting and huffing. The alien's fur was sparking with electricity, as if it absorbed the last torrent of electricity.

"You done?" Ben asked nonchalantly.

"I...will be, after this," Albedo huffed. "Judging by our rapid changes, we will both be out of power by the end of this next bout. I've already spent mine..."

"And you wanna make it equal."

Albedo nodded. "If it isn't too rude, may I request a form?"

"Eh, sure," Ben shrugged. "Who you thinking?"

"Your first transformation."

Ben grinned as he slapped down the Omnitrix. Ben's blue hand changed to blue fire and coal started surrounding his right arm, then the rest of his body. Coal covered his head, and his face started to light up.

"Fascinating," Albedo said in awe, as he decided to discharge some energy. Ben did the same, releasing a heavy stream of flames from his arms, back, and the soles of his feet.

"Oh wow, they got intense, didn't they?" Ari said, snacking on some popcorn. (Where'd she even get it, they were in a forest and they didn't have a microwave.)

"He's proving himself to be an near-equal match to Ben," Ceres said blithely.

Ruby raised an eyebrow. "Near equal?"

She grinned. "Ben tends to be more creative with his powers. Albedo's abilities are more calculated, probably on account of his Galvan side. I'm 95% sure Ben's gonna win this."

Albedo rushed at him, coating his body in electricity. Ben propelled himself forward with a jet of fire. Ben burned his flames a little brighter as he drew closer to Albedo-

Their fists collided, and the resulting shockwave forced the others to fly backwards.

"HOLY SHIT!" Kylie gasped, blinded by the clash.

"These two are either gonna kill each other or just take us out with them!" Blake yelled.

The two had equal strength, if their clash showed anything. Albedo was exerting all of his energy into this one punch, but Ben didn't even look like he was trying. Albedo wondered if he had finally tired out his opponent, and prepared to land the finishing blow...

Until he noticed something. In Ben's other hand, some flames were swirling around, forming into a perfect sphere. It looked like a tiny blue sun-!

"Oh, you noticed!" Ben grinned madly. He released a quick circular shockwave of flames from his body. Albedo flew back, as Ben fueled the small sun in his hand and threw it at Albedo-

 _ **BOOOOOOOM!**_ The area felt like it had just been hit with a small meteorite, the Earth shaking from the impact. The others didn't dare look, mostly because they didn't want their faces melted off.

"HOLY FUCK!" Yang cried out.

After a few seconds of peace, Ruby finally peeked over at the battle. Ben was standing over a knocked out Albedo, utterly exhausted.

"...did Ben win?" Rook asked tentatively.

"Yeeeep." Ruby nodded. "And he absolutely scorched the Earth around him."

She was right; a good mile of the forest had been reduced to ash, much to Ben's embarrassment. "I'll, uh, fix that later."

"YOU BETTER!" Ari yelled.

"Yeah, yeah, lemme just take care of..." Ben looked down to see that Albedo had vanished. He scanned the area to see if he had made a break for it, but Ben doubted he could even walk after all that.

Albedo's entire body _ached_. Every time he moved, it felt like knives were stabbing at every one of his muscles. But he still forced himself to move. He was used to this kind of feeling after week long crusades... just not a day long one.

"Thank you again for pulling me out of that situation," Albedo said sincerely.

 _No problem._ Neo smiled. _I still say you should've won._

Albedo nodded. "I was going to win. I willingly let myself lose to let Tennyson drop his guard."

Neo tilted her head. _Why's that?_

"Because," Albedo responded, smirking a little. "I haven't even used my full powers yet."


	34. Revelation

Thank you all for a fantastic first year of Gemstones. This will be the last chapter of the year. Happy holidays from the Gemstones crew.

* * *

Elias Viktor was not, by any means, an 'approachable man'. He was like a machine, constructed for work and not pleasure. And in his field, that was understandable. Extragalactic astronomy was a small field of study, and he was utterly devoted to it. There would be days he would hyper focus on his assignment and tune out all life around him, or straight out decline events.

"Doctor Viktor?"

Elias looked up from his computer to see a few younger female scientists. He recognized them from the astrophysics wing, the self proclaimed 'fun' wing of the building. There were a few others with them as well, also pretty young as well.

"I know this is super last minute, but would you be interested in grabbing lunch with us?" one of them asked politely.

Elias gave them all a blank look. "Apologies, but I must decline. I need to finish my thesis before the night gets away from me."

The scientists all shared a strange look. "Night? Don't you mean day?"

Elias cleared his throat. "Of course. Apologies. Enjoy your lunch." He then went back to typing away on his computer.

"Don't waste your time on him," one of the younger scientists whispered as the crowd walked away. "He'd suck the life out of the party. The man's work is exceptional, but he's as dull as dishwater. The guys and I invite him out every so often, but we can never tell if he's having fun or if he hates us."

The latter was absolutely true. In fact, that was true of everyone he came across. Humanity was a pitfall in the galaxy, utterly insignificant in every way. They killed and pillaged nations back nearly a century ago, and now they did the same, but with even more politics involved.

And someone else shared his views.

Elias returned home at 7 PM sharp, like he always did. He hung up his coat, placed his briefcase on the table, and fixed himself a drink, like he always did. It would always take up 5 minutes of his time.

Then, he would take exactly 30 minutes to strip down to his boxers and paint the runes on his body that would allow him to converse with an intergalactic demon for a few hours.

Yes, Elias was a strange, _strange_ man. His nihilism and interest in the stars had led him down the dark path of occultism. He remembered how he first came across it: six years ago, he was watching the morning news. He expected the basic spiel; a heartwarming story about a kid with a disability, some news around the local area about a thief or event going on, and some coverage on national events. That very morning, it was a _very_ special national event.

 _Aliens_ had revealed themselves to the world. At a campsite in Yosemite Park, California, there were multiple sightings of extraterrestrials terrorizing the forest. Elias was rarely caught off guard, but this was especially shocking. Then, a strange question popped into his head: _do aliens have religions?_

That was a particularly odd intrusive thought for a man like Elias. He was not a religious man whatsoever; he stepped into church maybe once a year, for Christmas with his small family. Elias shook his head and chuckled. _What a nonsensical question,_ he thought to himself.

But that question continued to eat at him for the next few days, distracting him from his studies and interfering with his predetermined schedule. It made him go mad, he had to answer this stupid question even if it killed him-

And he gave in. Elias stormed into a library and walked out with every book on occultism he could find. At first, he believed himself to be an idiot for doing this. Why on Earth would there be proof of a God here? There was nothing to be told.

But eventually, he found something.

Or something found him.

" _Elias Viktor_ ," a voice rasped in his dreams one evening. " _I know what you seek._ "

"And what would that be?" Elias shot back, unfazed and unafraid of the void surrounding him.

" _The truth. And I am the God who can provide it to you._ "

"And what am I to call this God?"

" _Call me Lord Zs'skayr,_ " the voice cackled.

Tonight, Lord Zs'skayr gave him a mission. A rather unexpected one, to prove his allegiance to him and him alone. " _Free me,_ " he wheezed, his voice sounding weak.

"How do I do so?"

" _Most of my followers,_ " the ecto-lord went on, " _have been gathering the materials necessary for a very long time. And none of them possess intelligence like your very own. You understand the cosmos better than any of them, Elias._ "

"This is...quite the task, my lord."

" _And I know you can do it._ "

And that was all Elias needed to hear.

* * *

"Hey."

"Yeah?"

"You ever miss this kind of stuff?" Ruby asked, as she looked down at the 'squidburger' Max had cooked up.

"Never," Ben grumbled, setting his burger down.

"Good, me neither," Ruby said, yeeting her burger into the nearby lake when no one was looking. And then she went back to staring blankly at the redhead in front of her. There was no way this was the same girl from a few years ago. She was smiling, actually getting along with Ben, and not correcting him every 33 seconds!

(For context, the three of them were at a small cookout Max had arranged. It was just a little get together for old times sake, no big reason to celebrate.)

Ruby felt like she was being shoved into a random lunch between two good friends, with her being the odd one out. She nervously sipped her soda and hoped she'd get a chance to join in.

"So, Ruby," Gwen asked, "how's Beacon?"

Ruby glanced up. "Oh! It's going okay, I guess. I'm dwindling on a B-average in some classes, but everything else is fine. Made some friends, made some enemies, but that's high school for you, I guess."

"I suppose." Gwen sipped her water.

"Gwen's been going to this prestigious school not far from here," Ben explained, "as well as studying the occult and other witchy stuff."

"I'm too swamped right now to become a Plumber," Gwen huffed. "But thankfully my mentor lent me some books to help control my magic abilities. I might be able to help you guys with this whole Roman situation, if I master a certain tracking spell within the next couple days."

"How hard is it control your magic?" Ruby questioned. "You were fine when we were kids."

"Well, that magic was actually kind of chaotic," Gwen explained. "It was weak and uncontrollable. It was like I turned in a test I knew I was going to fail. But somehow it worked and did some damage, so that's something. My magic is much more refined now."

"So, wait, are you saying that you actually had to work for something?" Ruby grinned impishly.

"What was that, I suddenly can't hear you." Gwen cupped a hand around her ear and tried to look innocent.

"There's the Gwen we remember," Ben joked, smiling as he sipped his Capri Sun.

 **Later, at that same barbecue**

" _Benjamin Theodore Tennyson,"_ Kevin said threateningly. Ben looked over to see the older boy sitting on a random couch he had (most likely) taken off road, just for this.

Ben pulled out the Capri Sun dangling out of his mouth. "That's not my middle name," he said sullenly.

"Shut up and get over here." Kevin patted the seat next to him, and Ben nervously sat there. His dark eyes bore into green with all the solemnity of a funeral.

"...what?"

" _ **Why aren't you dating Ruby Rose?"**_

Ben spluttered and his eyes bugged out comically. "WHAT."

"Don't give me that, I've seen the way you two look at each other," Kevin said sharply, like the very thought of them not together personally offended him.

Ben wasn't completely sure what look he gave Ruby, but he was pretty sure it was friendly. And affectionate. And yeah maybe his gaze occasionally drifted to her new curves, but who could blame him, his childhood friend had grown up considerably. And yeah he felt sappy whenever he heard Ruby's funny laugh and he adored the way her eyes lit up whenever she was happy and yeah, okay, literally everything she did, even the gross stuff, was kind of cute, but that didn't mean anything, did it?

...did it?

"Wait, you said the two of us," Ben realized, his eyes wide.

Kevin sighed, like Ben was a toddler who needed to be told not to touch a hot stove. "Ben. Dude. She looks at you like you took the moon from the night sky and gave it to her as a gift, despite the fact you fucked up the oceans' tides and doomed millions."

"...oddly specific."

"Shut the fuck up," Kevin stated. "I'm pretty sure she likes you. Like, genuinely likes you, for some _unfathomable_ reason."

"You're all heart, Kev," Ben muttered under his breath.

"And it's obvious you got a thing for her," Kevin continued. "Question is, why haven't you done anything about it?"

"Because I don't wanna ruin our friendship?" Ben deadpanned. "Because I don't want to lose her? Dude, you know my dating history, I suck at keeping a relationship!"

"But it's Ruby, she knows you like the back of her hand!" Kevin retorted. "And let's be honest, those girls you dated? Kind of bitchy. And I think the last one was just emotionally abusive, thank God Ceres got you out of that."

Ben shuddered; he hadn't been in Ceres's direct line of sight when she glared at Julie, but just seeing it from the side made Ben want to curl up into a ball and cry.

"In any case, you should think about it," Kevin told him softly but firmly. "Otherwise I think you're gonna lose her regardless."

"Believe me, you need a girl that genuinely cares about you," Kylie said as she walked by, sitting down in an armchair and eating some homemade macaroni. "Connection is the most important aspect of a relationship, aside from your personalities."

"I guess?" Ben shrugged. "I'm honestly not the best boyfriend, either." There was total silence at that. He blinked as Kevin and Kylie gave him empty, non-pitiful stares. "This is the part where you guys tell me I'm not."

"Ben, I've technically known you for six years." Kevin rolled his eyes. "I think we've reached that brutally honest stage of friendship."

Kylie just shrugged. "Though to be fair, I think you'd genuinely put in an effort to be a good boyfriend to Ruby."

Weiss, who'd happen to be walking by, just gave them an odd look. "Are we discussing Ben and Ruby's potential romance now?"

Ben threw up his hands. "Does _everyone_ know about this?!"

"Oh no, not everyone," Weiss reassured him. "Yang is totally oblivious, and Blake is making sure it stays that way."

"And Rook isn't exactly savvy on 'Earth courting rituals', as he puts it, so I think you're good there," Kevin pointed out helpfully. Said man was currently stuffing his face with 'squidburger', one of the few people to actually enjoy the food.

"So, nearly everyone else knows," Ben grumbled. He scrubbed at his eyes and looked at them all tiredly. "Are we really that obvious?"

Weiss made a 'so-so' gesture. "I personally don't think so? The only reason any of us noticed is because half of team RWBY knows their leader well, and I'm sure Zeta could pick up any signs coming from their own teammate. To an outsider, I highly doubt they'd notice."

"Can confirm," Kylie chirped. "Barring a few more individuals, the entire base has _no idea."_

"How did you even figure that out?" Ben asked incredulously.

"Actually, Weiss, quick question," Kevin piped up. "What are the chances Ben and Ruby have of actually being a couple?"

Weiss smiled knowingly. "Well, from what I've seen so far, I can see that Ben and Ruby are good for each other. You both genuinely want to help people and make the world a better place. You also have a lot to learn from one another, and both are wise enough to acknowledge that."

"Plus," Kylie added, "you're both selectively social and wary of others, which actually works in your favor. You can take your sweet time during the dating phase because you both want the relationship to work. Your emotions are meted out in understated ways, especially with those subtle looks and gestures. Love will therefore grow slowly and strongly between you two, taking care to keep dignity, respect, and trust intact."

Ben blinked. "You guys… do not sound like teenagers right now. I think you got all of that out of some psychology textbook. But you also know both of our personalities to the letter? _How._ "

"We've dealt with you two long enough," Weiss scoffed, "I know everything that makes you tick."

"Prove it! You can't know THAT much about me after spending, what, a month with us?"

Weiss smiled deviously and Kylie started giggling. "Wanna talk about your ornithophobia, Tennyson?"

"Yeah, so, I'm gonna join Max by the grill," Ben said rapidly, already walking away.

"What's ornithophobia?" Kevin asked curiously.

"Google it," Kylie giggled. "It's worth it."

"Hey, kiddo," Grandpa Max smiled as Ben walked over. "Coming in for seconds?"

Ben looked down at the grill to see beef patties with eyes on them. "Uh, no thanks." he nervously smiled. "Hey, Grandpa...how do you...know you like a girl?"

Max chuckled. "I knew this day would come."

"What?"

"Nothing. I'll start with my own experience," Max said as he flipped the burgers over. "It started when I realized I felt comfortable being with her. I was a bit of an introvert back then, but we spent a whole day driving out of town just to see the sunset. And then, when we were watching it, I got a good look at her face. I'd looked at it dozens of times, but with the lighting...it made her look beautiful. From there, it was realizing that she gave me what I needed to feel adored and loved to pieces, and that when I was close to her, I just felt the urge to hold her hand and be at her side, no matter what. I wrote endless poetry about her, I found myself wondering if we'd start a family together...and wondered how she learned to aim with perfect precision."

Ben raised an eyebrow. "Grandma Verdona?"

"Yep. Did I ever tell you how my first date with her went?" Max said, looking over at his wife. She was engrossed in a conversation with Ceres and Blake, talking animatedly.

"Uh, no. I don't think so."

"The first date I ever went on was to the local science museum's adult night. Getting to tinker and experiment with everything was amazing, and watching her face light up when we got something right was adorable. Do you ever get that feeling around a girl?"

Ben thought back to all the times he found himself blushing when Ruby gave that cute little smile of hers. "A little."

"Ben, you can say it's Ruby."

He nervously eyed the ground. "Yeah, it's her."

Max smirked. "When did you realize?"

"I think I always had a crush on her, but it didn't really sink in until she left," Ben admitted. "I was thinking about her all the time. The thought of not having her in my life nearly put me in a depression. And when I thought about her in it… I don't know, it just felt all warm and soft and _right."_

"When do you think you'll tell her?" Max asked as he took the patties off the grill.

"When I'm on my deathbed, probably."

Max was about to tell Ben how horribly unhealthy that was, but his sentence was cut off by a white Jeep approaching the campsite. The car parked by the Rustbucket and three people stepped out, one of them being Servantis. The other two, a man and a woman, were people Ben had seen around the base but never talked to.

The woman was of above-average height with an athletic and curvaceous figure. She had dark red hair that barely reached her shoulders, and wore a short red jacket with the ends tied, with a black full sleeved shirt underneath. She also had white jeans and black combat boots.

The other one, in comparison, was just _weird_. He had an average to above-average height and medium build. He wore a full biker's outfit with a black helmet that was in the shape of a human head, with three red glowing holes in the visor.

"Maxwell," Servantis said, extending his hand. "Good to see you enjoying a fine day like this."

"I'm surprised you're out of the office," Max chuckled, shaking his hand. "What brings you here? Smell what's cooking?"

Servantis glanced down at the squid burger and cringed. "Sadly not," he lied. "Rather, I have received some pressing news about a recent break in at the Plumber warehouse."

Max paused. "Who was it? The usual suspects?"

"Interestingly not," Servantis went on, as one of his assistants brought him a laptop. "There is no info on this man. He does not have any powers of any sort, nor any affiliations with any criminal on the database. He's fully human, and he stole the whole supply of Crystal Dolphin."

"Why steal that?" Ben asked. "How did he even know about it?"

"No idea," Servantis said. "Like stated before, we have no information on this man...except for this interesting shot." Servantis pulled up an image of the man leaving, but not before putting on a rather disturbing skull mask. Ben paused; had he seen a mask like that before?

Max felt a bit sick. "No..."

"Yes, Max. They're back." Servantis grimaced as he shut the laptop.

"Who's back?" Ben asked.

"A long time ago," Max explained, "when your father was your age and Servantis was a rookie, we received a series of reports about occultic activities throughout the state. At first, we thought it was your basic 'Jonestown' crap. But as time went on, we learned more."

"The group is called 'The Black Hand," Servantis said. "They blindly worship a spectral alien overlord, though we are unsure of its existence. The group would willingly sacrifice their friends, family, and total strangers just to appease a voice inside their head."

Ben shivered despite how warm the day was.

"I didn't see a lot of pretty stuff back then," Max said solemnly. "I don't expect to see it now..."

"Further investigation shows a resurgence in activity at one of their old bases," Servantis continued.

"Which one," Max wanted to know. "The one in Los Soledad?"

"Los Soledad?" Ben repeated.

"Los Soledad was originally a military base back in the 1950s," Servantis explained. "Info about experiments run there are classified, but it ended around 1960. The Black Hand set up their base of operations there in 1980, and christened it by sacrificing innocents to appease their God."

"...I have no words."

Servantis sighed. "I don't blame you. I am requesting you join me on the mission to investigate. It's preferable you bring back up."

"Well, I'm free," Ceres said, walking over. "I don't have much going on right now, I'm sure the team wouldn't mind."

"Same," Ruby added. "We're ready to help!"

Servantis rolled his eyes. "I suppose your teams will do. You will be working with my own unit, consisting of Tara Swift and Leander."

Ruby looked at Servantis' other two members, before turning to Ben. "What exactly does Servantis do?"

"Servantis is a part of the Rooters, the Black Ops wing of the base," Ben explained. "I don't know what they do, but I'm assuming it isn't pretty."

"And I will ask that you follow my lead. No questions asked," Servantis commanded. "Any disagreements?"

"None, really," Ceres said, shrugging.

"Alright, cool," Ruby said.

"Good. We leave in ten minutes," Servantis said. "And no later."

"Well, that's that, then." Gwen frowned, a bit disappointed the party ended sooner than anticipated. She walked over and hugged Max tightly. "I gotta get back to school, Grandpa. I have some finals to study for...well, more like I have to help my friends study."

"Well, alright Pumpkin," Max said fondly. "Thanks for coming. Love you~!"

"Love you too!" Gwen said, right before disappearing in a flash of light. Blake's eyes widened, as everyone else just didn't react.

"D-did she just-" Blake pointed at the space where Gwen was before.

"Yeah, she's magic," Ceres said, patting Blake on the back. "It's weird, but you get used to it."

* * *

Ben was _creeped out_ by the empty Los Soledad base; the rickety old houses and sense of 'military project gone wrong' really added to that 'this place is cursed' energy. Not to mention there were these strange lines in the ground. It was like something haphazardly dug their way through the ground. Skeletons of lizards littered the ground near said lines. Those two guys from Buzzfeed Unsolved would probably have a field day here.

Ben looked over to see his grandparents walking with Servantis and his two cohorts. He had already forgotten their names.

"This place is really creeping me out," Yang admitted.

"I think that's true for all of us," Kevin said, rubbing his arms.

"Not for me," Ceres said, eyes narrowed as she looked around. "I'm only thinking about why this place was built."

"Wait, you know?" Rook asked curiously. "Enlighten us."

She walked closer to the group so they could hear her better. "Rumor has it they built this place in this specific location for one reason."

"And why's that?"

Ceres grinned, showing off her shark-like teeth. "For the large subterranean deposits of crystal quartz nearby. _Very_ convenient for a military time-travel experiment, codenamed 'Project Paradox'. This experiment's head scientist theorised, after discovering unique properties in crystal quartz, that it could act as an access way to past and future events."

"Wait, seriously? Time travel?" Ruby said skeptically.

"Keep in mind, this was the 1950s," Ceres pointed out. "You could tell someone back then that telephones had a little person inside and they'd believe it."

"Children!" Servantis barked. Ben's head shot back to see Servantis and the others waiting impatiently. "Why the hold up?"

"Oh, uh, strategizing!" Ruby lied. "Yeah! In case we get attack-!"

BOOM. A quick shockwave shook the ground. Ben and the other gasped as it quickly faded. Ben didn't notice the Omnitrix briefly turning pink.

"What the hell was that?" Ruby cried out. Something whizzed past her head and onto the ground. Confused, the group looked over at it.

"That is a grenade, right?" Rook asked.

"EVERYONE FIND COVER!" Ceres yelled as she shoved her group behind a nearby wall. Verdona immediately jumped into action; she shielded her teammates before the grenade exploded. Gas immediately swamped the area.

"Where'd that grenade come from?" Weiss asked.

"More like why did they even throw it," Kylie countered, putting on her mask. She could see the heat signatures of people suddenly emerging from...the ground or something, she didn't know? All she knew was that there was gonna be an ambush. "Guys, might wanna suit up for battle. Guys popping outta nowhere."

"Hey, Kev," Ben said blithely. "Wanna do that move?"

"Alright, I'm game." Kevin grinned as he reached for the watch.

Ben slapped down his own watch; his body became a torrent of water, armor attempting to contain him. Key word being attempted; water started to leak out from his suit, flooding the grounds.

Kevin slapped down his AntiTrix; he raised his arms out and they both became skinnier and almost skeletal like. His head changed shape, and his legs split into four.

"Ooooh," Ruby gasped as she eyed the new forms. "What do you call these ones?"

"I call this one Overflow!" Ben declared happily.

"Numb," Kevin said quickly. Everyone froze and turned to look at Kevin.

"Like...the Linkin Park-"

"YES. LIKE THE LINKIN PARK SONG. Let's just do this thing already!"

"Right, right." Ben spewed out gallons upon gallons of water, faster yet more wild than anything Water Hazard could do. The gas dissipated just as Ben had spawned a small river underneath their feet.

Ceres nudged Ruby. "Might wanna start climbing that building." She motioned over to the other Zeta Squad members, who were already halfway to the top. Yang and Blake shrugged, before using their respective 'grapples' to pull themselves up, while Weiss simply used her glyph to levitate herself to the top.

"Uh, why?" Ruby asked.

"They call this one the 'Clearwater Revival'," Ceres explained as she turned to face the wall. "It's gonna be kinda dangerous to be around them when they do it. Besides, we have a better vantage point if we get on top of the buildings." And then she quickly parkoured up the side of the building.

"Alllllright?" Ruby shrugged, before using her semblance to hop on top of the roof.

Ben continued to flood the area as the adults watched from the other side. Servantis looked as if was about to blow a gasket because this was not going to plan-

"We'll let them handle these guys," Max said, snapping him out of his rage. "We know exactly where the others are. Come on!"

"Right," Servantis said as he followed Max to the main lab.

Ben, meanwhile, had given everyone still on the ground the worst feeling ever; _wet socks._ The ground was flooded up to the cultists' ankles, and for some reason it was like trying to walk through syrup instead of clear water.

"Increased the fluid friction," Ben told them. "And now..." He raised his hands and the water exploded upward like a geyser. The cultists were caught in the middle, and Kevin took his moment to strike; he unleashed winter winds from his mouth and froze the pillar of water solid within seconds.

"Woah," Ruby said in awe. "That's... _wow_."

"They spent months practicing," Ceres huffed as she hoisted herself onto the roof. "50% of their first few attempts ended in Ben getting frozen. It was hilarious. Sad, but hilarious."

Ruby just looked at the pillar, shocked by its beauty...before she noticed it seemed to be getting taller. She looked down to see why, only to see that the house was getting closer to the ground.

"Uh, guys?"

The group looked over to see Ben and Kevin helplessly sinking in the ground. "Help?" Ben said sheepishly.

Yang extended the wire on her arm and ensnared Ben's left arm, before reeling him back like a fish. "What, did you make the ground too muddy?"

"...maybe."

"Impressive," a haughty voice said. "Our lord said you would be here."

"Huh?" Ben said. "Who said-"

"Up here, child."

The team looked up to see a man in a black suit with a purple shirt, bracelets and scarf. He also had purple tattoos with eye-like designs on his chest and face. The weird thing about him was the fact that he was _standing on thin air_. It was like a magical illusion, one that would make people gasp and scream in confusion while that smarmy magic bastard took in the reaction.

"I'm even more confused," Ruby said.

"I'm with you on that," Ceres agreed.

"And who are you supposed to be?" Ben asked, as Yang helped Kevin out of the mud.

"I am but your doom!" the man yelled, and he snapped his fingers. Strange, bandage like tendrils shot out from his back, and the man suddenly walked to his right and disappeared.

Ben was utterly baffled; a man said he was his doom, and then walked into nowhere. What even was this?

"Confused?"

Ben nearly jumped, as said man was suddenly behind him. "How did you-"

"A gift from my lord," he crowed, praising the skies above. "He truly knows what is right for me. Why, look at the gift he gave me!" He took off his mask to reveal his face...or, at least what was left of the rotting thing. The man's flesh was grey, with half of his brain exposed. His skull was partially visible given his rotting flesh. Weiss and Kylie shrieked at the very sight.

"Oh my god," Ben gagged, stepping back.

"My name was once Christopher Lugo," the man revealed, putting his helmet back on. "But you may call me Khufu." He shot out his bandages at them, but Ruby quickly cut them to shreds with her scythe...or at least she tried to. The man's bandages quickly regenerated as fast as she cut them, rendering her attack useless.

"Nice try." Khufu smiled as he clapped his hands. Suddenly, more men dressed similar to him walked out of thin air, joining their leader. "Take them down." The cultists slammed their fists together, black sparks lighting up their hands.

"Alright, so, we got some crazy cultists," Yang sighed. "Again."

"Eh, at least they're not trying to sacrifice us," Kylie said as she fired her gun. The bullet hit her target, and the man fell down, phasing into the roof. "Ok, that's just weird."

The cultists charged at them, trying to overwhelm them with brute force, but Ceres responded with a massive 'roar' of flames. The men were either hit, jumped away just in time or disappeared into thin air. The men who jumped away started doing parkour on invisible platforms, much to the group's confusion. They jumped down from their platforms and did flying kicks at them, but to no effect. One of Weiss's glyphs had them sent flying away.

Yang punched a guy so hard he went flying out of their dimension, Blake easily dispatched a few of them, Rook took names with his Proto Tool's staff mode, Kylie shot some of them down, Ceres overwhelmed them with her fire power, and Kevin managed to freeze a guy while he was half way through phasing out of reality.

"I am _so_ fucking lost right now," Ruby said as she slashed one of the guys in the gut.

"Yep, that's the collective mood right now," Ben grumbled as he changed forms. His form shrank and changed into the more agile Spidermonkey. "Just channel that confusion into fighting. Like I usually do!"

Khufu sent his tendrils at Ben, but Ben responded by using his webs to stick them down to the ground. "Missed me, missed me, now you gotta get KICKED IN THE FACE!" Ben yelled, as he delivered a flying kick to Khufu's face, knocking him out cold.

"Pretty unimpressive doom, if you ask me," Ruby quipped as she took out a few more bad guys.

Verdona kicked down the door and looked into the room. It was surprisingly empty, to their surprise, but they didn't let that stop them. The group walked right in, ready for anything.

Of course, no one was prepared for a bunch of people walking out of thin air. And then just standing on thin air.

"That's new," Verdona commented as she fired a barrage of energy at the minions, blasting them away. More and more of the minions jumped at them, ready to strike...

Swift jumped into action. She opened her arms and a patagia dropped down. She jumped into the air and started picking up cultists and throwing them onto the ground, at least breaking a few of their bones. A few of the minions on the ground charged at Leander, but he didn't even move. He just pulled out some rubber balls and squeezed them in his hands; a few pins formed in the balls, as he quickly tore them out and threw them at the Black Hand members. The pins exploded in midair, knocking the cultists back.

"Impressive work," Servantis said, patting Leander on the back. He walked through the battlefield with practiced ease. A few men ran at him, but Servantis gave them a glance-

And suddenly, they were clutching their heads in pain, falling to the ground.

Max unloaded his weapon, firing out into the crowd of cultists. He hadn't felt this kind of rush in a while. His body was really starting to slow down at his age, but this made him forget all that pain. He smiled, before something caught his eye.

That figure from the footage was sneaking away, out the back door of the warehouse.

"Cover for me, hun!" Max yelled, as Verdona opened up her hands and blinded the Black Hand. Max barreled through the group and ran after the figure.

"HEY!" he yelled. "GET BACK HERE!"

The figure bolted into another building, and Max followed him there. The building was a lab of sorts, the scattered remains of test tubes and beakers on rusting metal tables. The figure had vanished down into the basement, given the hurried sounds of electricity sparking from down that way.

Max didn't know what to expect, walking down into the basement. All he knew was the danger lurking in the air, and his one intent.

To kill Viktor before he enacted his plan.

 _This is my only chance,_ he thought as he heard the heavy footsteps of Dr. Elias Viktor pacing around down the staircase. Max froze before the last few steps and peered around the corner. Viktor was more focused on the portal, moving around the last few components before his masterpiece was finally complete.

Max quitely cocked his weapon, and-

Viktor spoke. "Leave this place, Max Tennyson."

Max froze in terror, but for the sake of his mission, kept a brave face. "I refuse."

"If you walk out from that staircase," Viktor continued, "you will die."

"Yeah?" Max scoffed. "Good luck with that."

Max fired his gun at Viktor...and hit the table. Max paused; a second ago, Viktor was standing right at the table, back turned. He couldn't have avoided that blast, especially a tachyon laser. Unless-

A giant fist suddenly grabbed Max's arm, causing him to yell out in shock. Viktor grinned as he peered around the corner, revealing his horrifying mutation. He resembled Frankenstein's Monster, except he was a more cyborg-like. His robotic parts were dark brown, his right eye was small, purple, and had no pupil, while his left eye was bigger, had a scar and a pupil. The lower part of his arms were a little lighter than the rest of his body.

"Gaze upon the beauty my lord has bestowed upon me," Viktor crowed.

And then, Max's arm snapped clean off. He screamed as he clutched the bloody stump.

Viktor laughed uproariously as he threw the arm away. "Poor, puny Max Tennyson. No special powers to protect him. No fancy watch to transform him. And _no one to come and save him_." His hands began to crackle and spark with electricity as he lifted Max up and released a powerful shock.

The shock was the pure 'direct current' type of shock; the extremely intense kind that causes horrible muscular contraction, to the point it felt like every muscle in Max's aging body squeezed itself a million times a second. _And that was only a brief shock._

Max groaned as Viktor dragged him over to the portal, leaving a bloody trail. "Your mission was pointless," Viktor taunted. "I already freed my master. I was actually preparing a little something just for you."

Max grunted as he weakly lifted his head up. He saw a quartz construct shaped into a portal.

"Thanks to the knowledge bestowed upon me, I know a perfect place for you, since you dared to interfere with the master," Viktor said as he charged up the portal. "I believe you would send the more 'dangerous' criminals here back in the glory days. I wonder if they still remember you?"

And Max felt nothing but fear. He tried to free himself from Viktor's iron grip, but it was useless in the end. Viktor had already fired up the portal. Defeated, Max just slumped over and waited for it all to end. Viktor set him down on the ground and walked off.

"Any last words, Max Tennyson? Not that they'll matter, in the end," Viktor told him.

"Your time will come," he grunted. "And I'll be there to see it through."

"If you say so," Viktor said ever so casually. And he walked up the stairs, leaving Max to die.

Max sighed, feeling the energy of the portal getting warmer. It felt strange; Max always pictured himself dying in a warm hospital bed, surrounded by the sad eyes of his friends and family. Ben and Ruby would be one side, while Gwen and Kevin would be on the other. He would pass on a few last words of wisdom, and smile as Ben held his hand and he drifted away...If he closed his eyes hard enough, he could imagine being there.

"You'll have to take it from here, Ben," he said in his fantasy. "I know you can do it, son. I believe in you. In all of you."

He could imagine those four kids carrying on his legacy pretty damn well. Max smiled as the portal started to get warmer and warmer-

Hiss day ended peacefully, with a smile on his face. There were tears in his eyes, but despite everything, Max could smile...

"I love all of you...so much..."

There was the sound of a bomb going off, followed by a blistering light.

And then, there was nothing.

* * *

Ben was numb by the end of it.

The explosion took out a fourth of Los Soledad, from what Servantis could tell. They had felt the heat, had ducked for cover as that blistering light scoured over them. Ben had a few blisters on his arms, but they all did, really.

Ben was sluggish as he walked. He had wondered before how in movies and books, certain characters just _knew_ something terrible had happened. But now he knew:

It was the sickly sweet stench of burning flesh in the air. It was how the dust settled inside what used to be a basement. It was the moment right before they went down the stairs, right before they opened the door, that one last gasp of innocence being snuffed out because you knew _something was wrong._

It was in the way Verdona wailed, that long, drawn out sound of pure _despair_ that was too genuine to be faked. It was in the way Ruby broke down crying, sobbing into her sister's chest. It was in how Kevin and Kylie clutched at each other, staring in horror. It was in how Blake and Weiss and Rook stood there, shell shocked and uncomprehending.

Ben understood. He saw the same severed arm.

Everything felt like it was underwater, every sound muffled and far away. His limbs grew heavy, and he stumbled back awkwardly, right into Ceres's arms. He stared at her, watched as her mouth said, 'Ben, are you with me? You aren't breathing' but couldn't hear the words.

He stumbled out of her arms, and Ceres motioned to hug him but stopped. Like touching him would set him off. But it didn't work like that.

Ben just looked at the arm again. Allowed the realization to truly set in.

And then he just _**screamed.**_

* * *

HAHAHAHAHAHAHAHAHAHA MERRY CHRISTMAS YOU FILTHY ANIMALS!


	35. Ghostfreaked Out

Welcome to 2020. We hope to really torture all of you with these next few chapters.

* * *

It was a warm, pleasant day, perfect for running around in the park or for a picnic. Ben would normally be hanging out with his team at the auto show, or at the mall, or anywhere else they wanted to that day.

He could easily imagine team RWBY joining them; Ceres and Yang and Kevin would get into an arm wrestling match, Kylie and Weiss would quietly flirt with each other, Blake would sit with Rook and judge them all, and Ruby and Ben would hang out like they always did (and Ben would try not to get lost in her eyes).

Ben couldn't feel much of anything anymore. His world was tinged with gray, everything around him dull and lifeless. He wanted everything to just _stop_ , because how could the world go on without Max Tennyson in it?

Ben replayed everything in his mind: Every moment spent with him. All the times he _could've_ spent with him. All the times they laughed. All the times they had little disagreements. All the times they bonded...

Ben barely registered anything anymore. The funeral was yesterday, and he could only remember bits and pieces. Mainly Verdona tearing up at the memoriam, and his friends standing close by him when they buried the empty casket.

After that, he went home, took off his suit, and fell into bed.

But ever since Max's death, Ben had been having _weird_ dreams. Granted all dreams were weird, but these were lucid dreams that you (unfortunately) remembered for the rest of your life.

The latest example: Ben was floating in a dark space, no light for miles around him. The air was cold and thick and wet, settling heavily in his lungs. He could hardly breathe or see with anything going on, and he could feel tendrils of fear grasp at him from all sides.

"Where am I?" he whispered, but the words echoed around him anyway.

"BEN!"

He turned to see Max surrounded by a horrifying mass of black tendrils. His left arm had been torn off, leaving only a bloody stump. " _Grandpa!_ "

"HELP ME!" Max screamed as the tentacles began to pull him into the ground. Ben tried to run over, but what felt like roots twined around his ankles, and it took all his concentration to get them off. When he could finally reach his grandfather, it was too late- Max was gone, leaving only a bloody pool where he once was.

Ben pounded on the ground, the metallic stench of blood hitting his nose. "GIVE HIM BACK!"

" _No._ "

Ben paused before he looked around the void. "Who said that?"

" _The answer does not matter,_ " a low, ominous voice hissed. Ben shivered involuntarily. " _What matters is that you_ _ **let me go.**_ "

Ben didn't know what was going on, and decided to put on a brave face. "Who are you? What do you want?" Ben yelled out into the void...which responded by having a giant pink pupil slowly open up above him, radiating a dangerous pink light. He could hear loud, horrible screams all around him, and just when he thought it couldn't get any worse, the eye shifted into a carnivorous maw with lamprey-like teeth growing from the inside. Ben wanted to scream, or wake up, but _why on Earth couldn't he?_

" _BEN TENNYSON._ " The voice sounded like Hell itself. " _LET ME OUT. I DO NOT BELONG WITH YOU."_

"What does that mean?!" Ben yelled, snapping out of his fearful state. "Who are you?"

" _I WANT OUT!"_ The mouth seemed to inch closer, and the light shone brighter.

"Out of what?" Ben yelled, before feeling his watch activate. He looked over and reeled back in disgust and horror; the Omnitrix _had dug itself into his flesh and was starting to mix with it, what the fuuuuck..._ and even worse, the symbol was turned into a nightmarish depiction of a ghost.

" _I WANT FREEDOM FROM THIS PRISON, I WANT_ _ **OUT!**_ " The mouth suddenly rushed forward and swallowed Ben whole. He plummeted down the throat of a thousand teeth, speeding towards the light; he didn't know what awaited him at the end, and even with all the fear coursing through him, he could barely scream-

Ben shot out of bed, breathing heavily. He wiped the sweat from his forehead and collected his thoughts. Sun shone through windows, giving Ben a sense of familiarity and peace.

But still, the thought still lingered; _what the hell was_ _ **that?**_

* * *

Ben _really_ didn't want to get out of bed today, but he still found himself walking around Plumber Base. Everything passed by Ben like a blur, and the whole planet just seemed so lifeless with Max no longer around.

Ben's perception of the life around him was muddled since last week.

Since the search revealed there was no body to be found.

Since he had to see Gwen and Ruby cry together.

Since he had to tell his parents the news.

Since he had to see his dad nearly break down crying as they buried an empty casket.

Since Max vanished off the face of the Earth.

Ben was trapped in a numb daze for about a week and a half, and it showed. He felt nothing. Not sadness, anger, and especially not happiness. Just... _nothing_. Foods, events, or people that once made Ben happy only produced bittersweet memories of Max. He saw him everywhere, like a ghost lingering in the air.

And it hurt.

A lot.

He wasn't eating, wasn't talking, wasn't... _Ben._ And his friends and family were worried sick.

"He's still adjusting, huh?" Kevin said from afar.

"I don't blame him," Kylie sighed as she continued to type away on her laptop. "Grief is always hard."

"Shouldn't there be 'stages of grief'?"

"Nah. The idea of the 'five stages of grief' is total bullshit. I remember reading that the person who came up with the model didn't mean for the stages to be in chronological order; they can occur at any time. You'll go through acceptance over and over, then revert back to almost any of the others often. Rather than stages, maybe they should be called the five characteristics of grief."

Kevin raised an eyebrow.

"...I pay a lot of attention in psych," Kylie admitted, a bit embarrassed.

"What stage would you say he's in right now?" Kevin asked curiously.

"That's the thing," Kylie said, concerned. "I don't think he's even started it."

"...Jesus."

"I want to help him," Kylie sighed. "I really do, but I don't know how, you know? It's hard to approach someone when they're grieving. I just don't feel like I'm the right person for the job."

"Then maybe we are."

Kevin and Kylie turned to see Ruby and Yang, looking worried. Yang looked fine, but Ruby's eyes were still puffy from crying. Other than that, she looked like her usual self.

"You sure, Red?" Kevin asked. "The guy's barely registering anything."

"I'm sure." Ruby nodded. "I'm his best friend. I know him like the back of my hand. And don't forget, I've been through this before."

" _We've_ been through this before." Yang gently reminded her.

* * *

Ruby and Yang slowly approached Ben, who was sitting alone in the diner. No one had come in for a while; business was closed until they found a replacement chef for Max, which would probably be impossible. There was a unique feel to Max's cooking, some run of the mill chef couldn't possibly replace it.

Ruby sat to the left of Ben, Yang on the right, and just studied his appearance for a brief second: he looked like he was on the verge of a mental breakdown. His eyes were red from crying and his hoodie sleeves were soaked with the tears he'd wiped away.

Ruby took a deep breath. "I...don't know what to say," she admitted. "But I can listen."

"We want you to know that we're here for you, Ben. No matter what," Yang comforted him.

Ben looked up at the two of them, and laid his head back down. "...fine."

"How do you feel?" Ruby asked.

"I feel...weird."

"How so?" Yang asked.

"The best parts of the day are the in-between moments. Kinda like when a game is loading from one area to the next. Some things feel surreal and look bright and colorful, even at night," Ben explained.

"Alright..."

"But," Ben continued, "it just seems fake. Just leaving for the base and having that numb moment of transit seems like the best. It's like there's a choice. If somehow I take a right instead of a left, maybe I won't think about it, or maybe something will happen, or...maybe just nothing."

Ruby realized that she wasn't the best equipped for dealing with this right now, but decided to keep on talking. "I'm just really sorry you've had to go through this. I really don't know what to say..."

"Words are this weird made up thing we all agreed to use to address day to day things. But, in the case of real sorrow they are never enough." Yang sighed. "The best thing you can do is just be there for somebody that doesn't want to be left alone."

Ben looked up at Yang. "Is...this how you felt when she...?"

"...more or less, yes," Yang admitted. "Grief is never something you ever really get over. You don't wake up one morning and say, 'I've conquered that; now I'm moving on.' It's something that walks beside you every day. It's...like a ghost that haunts you everyday."

Ben shuddered a bit with that last line.

"Although," Yang added softly, "if you keep your heart open through everything, your pain can become your greatest ally in your life's search for love and wisdom."

Ben wiped his eyes. "Hey, Ruby...do you think...they're happy to see each other?"

"Yeah," Ruby nodded sadly. "I think they are."

Ben softly cried as Ruby held him, trying not to tear up herself. Yang merely rubbed Ben's back as he let it all out.

* * *

Roman walked through the sea of people at the train station. Normally he wouldn't dare to venture down there, but this was more of a 'fun little excursion.' He weaved through the crowd, pickpocketing civilians here and there, his cigar in his lips.

"Life is good," he said to himself, as he sat down on the least stickiest part of the train. "Or...probably not."

The true purpose of today's outing was to meet with a client the 'lady in charge' had told him about. Apparently, said client was of high importance due to being, well, incredibly intelligent. His name was Elias- Roman never got a last name.

A big man in a nice suit (not as nice as Roman's, though) came in and sat down right next him. "Mr. Torchwick, I presume."

"You must be Elias." He smiled as he stuck out his hand. Elias did not return the favor, and Roman awkwardly retracted his hand. "Anyway," he drawled, trying to play off his embarrassment. "I heard you have a job for me."

"Someone has a job for you," Elias corrected him. "I am but a messenger to my higher up. We're a week behind schedule, all thanks to Tennyson."

"Oh, boy," Roman scoffed. "I could go on about that brat: awful hair, overpowered...oh, and a terrible comedian."

Elias chose to ignore him, and palmed him a sheet of paper. "You have to go to these coordinates. Make sure you get the attention of the Plumbers."

Roman grinned. "But of course. I suspect I'll be paid handsomely?"

"You'll get paid if you do the task properly," Elias told him as the subway train passed through a tunnel. "Good day."

And just like that, Elias disappeared with a quick flash of pink lightning. Roman wasn't exactly too thrilled that his messenger disappeared and he wasn't told a price, but honestly, he didn't care at the moment. He pulled out his burner phone and dialed a number.

"Hello, boys. We got work to do."

* * *

Ceres didn't expect to see Ben in the debriefing room. Or in general, to be honest. The kid had been through a lot. While she came to terms with it more easily, Ben was still having trouble. It wasn't healthy to bottle up these kind of emotions. Out of everyone in the room, she knew this best. It was why she had offered Ben a free visit to her therapist; she could only hope he would take up on it soon, or at least talk to someone else.

"What's happened? Break in? Theft?" Yang asked, snapping Ceres out of her reverie.

"The latter," Ceres said, pulling up security footage. "Torchwick and his henchmen were spotted down by a warehouse in the metro area of Bellwood."

"What's so special about the warehouse?" Weiss asked, looking at the screen. "Another Plumber storage thing?"

"Surprisingly not," Ceres revealed. "Just normal stuff in there. It's a bit out of nowhere, considering his recent string of crimes."

"Then what are we waiting for?" Ben spoke up. "Let's go."

"Ben," Ceres said, deathly serious. "Are you sure you want to come along?"

"Yes." He nodded. "I'm one hundred percent sure. I've been out of action for too long."

Ceres took a deep breath. "Alright, fair enough. Go suit up, everyone. We leave in twenty. Oh, Ruby, can you stay behind real quick? Leader to leader talk."

The group dispersed; Ceres's eyes followed Ben as he left the room, examining him as quickly as possible.

"What's up?" Ruby asked, breaking Ceres's focus on Ben.

"How would you say Ben's doing right now?" Ceres asked bluntly.

Ruby paused to think. "Well, he finally let himself cry. I think that's a sign he's doing better. I don't think he should be on the field just yet, but...your team and stuff."

"I agree with you, truth be told. I've seen how people with a gun react with grief. In my experience, you don't really do anything special or different to cope, you just keep going. It's cliche, but you just keep living and putting one foot in front of the other. Everyone says time heals, but it really doesn't. It just makes you forget. Life can be good again, just in a different way."

Ruby nodded somberly. "I know the feeling."

"...you too, huh?"

* * *

Ben rested his eyes on the ride towards the mission. He was still exhausted from lack of sleep, and he wanted to be awake as possible for later.

"We just need to capture Roman," Ceres instructed. "He got away last time because of Fistrick's giant robot."

"Oh, by the way, I've been meaning to ask," Ruby piped up. "What did you do with the parts?"

"Oh, there's bits and pieces of that stuff in more of my recent inventions," Ceres told her. "Including..." She glared at the silver glob that rested on Kevin's wrist. "I wasted a perfectly good battery on you."

"I know," the thing teased. Despite the lack of certain facial features, it really looked smug, like a cat despite having a knife pointed at him.

"Guys," Ben groaned, slowly opening his eyes. "Can you keep it-" He nearly jumped out of his seat. The ProtoTruk was empty but still moving. "Guys?" Ben called out hesitantly. He got up to move around-

But was suddenly slammed against the wall by a ghastly hand... _coming from the Omnitrix._

"You don't listen, do you?!" the voice rasped. "I want OUT!" The hand was replaced by a terrible ghostly form, but Ben couldn't properly see it with half of his face pressed against the wall.

"The great revolution in the history of any living being, past, present and future, is the revolution of those determined to be free," the voice said. "In my history, you are my wall. The shackles I must free myself with. The man I must destroy to have my way."

Ben struggled in the hand's iron grip, hopelessly trying to free himself.

"This is all a bad dream, Tennyson," the voice said, oddly soothing. "But I hope you recognize-" Claws pierced Ben's neck, and the life quickly left his body. "This is a wake up call."

Ben nearly catapulted himself awake, smashing heads with Kylie.

"OW!" she yelled, rubbing her head. "What the fuck, Ben?!"

"I'm sorry!" Ben cried out, before noticing something was off-

"...were you guys seriously gonna try the warm water trick?" Ben glared at them as he shook off his wet hand.

The group coughed and diverted eye contact.

"It was her idea," Ruby snitched, pointing over at Yang.

"How _could_ you?" Ben said, pretending to be appalled. "We just shared emotions!"

Yang shrugged. "How could I not?"

* * *

Roman watched as his henchmen walked around the room, dissatisfied with the lack of urgency.

"Alright boys, get these crates loaded, we're already behind," Roman ordered. He then lit himself a cigar and popped it into his mouth. "And as we all know, I'm the only one allowed to be blamed here..." he grumbled under his breath.

"Oh, I'm sure you'll all be blamed properly."

Roman turned around to see Team RWBY and Zeta Squad standing right behind him.

"Oh, if it isn't Little Red and her ragtag bunch of misfits and freaks!" Roman grinned as he stared down the group. "Come to crash my little party?"

"I'm surprised you're still around," Blake shot back. "Wasn't that deal with Fistrick enough of a sign to pack up and retreat to whatever hole you came out of?"

"It should've been," Roman replied easily. "But I got commissioned by someone else. Besides, it's fun to mess with you kids. Isn't that right?" A few of his men nodded and whispered in agreement. "They know I'm right."

Ben didn't have the patience with these idiots right now. "Let's see how you like to mess around with..." Ben popped up the faceplate of the Omnitrix and tried scrolling towards Diamondhead's icon...but all that came up was Ghostfreak's icon.

Ben hesitated for a moment, and then shook his head. "...you know what? I don't need to transform to fight." And then he ran up and straight up decked a dude in the face. The others began to shoot at him, but Ben quickly dodged the bullet fire and climbed up an iron beam.

Ruby clenched her weapon a little bit tighter. _That was cool._ She quickly jumped into the fray; she sliced her way through the crowd, occasionally turning into bursts of rose petals to confuse her opponents. Rook, Weiss, and Kylie began firing their respective weapons to provide some support, and Yang and Blake tangled up some other henchmen.

Ceres and Kevin (as Bashmouth) bulldozed their way through Roman's men like paper. "Hey, Cer, wanna do that one combo we've been talking about?"

Ceres grinned as her palm lit up with flames. "Of course." Kevin coated his fist in metal, and Ceres quickly heated it up. Kevin ran forward and punched one of the men so hard, he practically branded him with a fist shaped mark on his chest.

"Not bad, not bad," Kevin crowed, shaking his fist. "I think we could do more, though."

"We could. We honestly could," Ceres agreed as she backhanded one of the henchmen.

Ben carefully ran across the steel beam, avoiding occasional enemy fire. He was doing pretty well for himself, staying out of the conflict and not dying. Especially when he didn't have an aura protecting him.

That thought was enough to jinx him. Roman grinned as he aimed the end of his cane right at Ben. "Gotcha~" he taunted as he pulled the trigger-

And was promptly kicked in the face by Ruby. Roman's single bullet went off track but still hit the beam; Ben was sent back in the explosion, crashing into a stack of boxes.

"BEN!" Ruby shouted.

Ben groaned as he weakly reached for the Omnitrix. "Well, that was a pain in the ass."

Ben activated the watch again, hoping to dial up someone like Rath to really give it to Torchwick, but instead he was greeted with the Ghostfreak icon. Ben rolled his eyes. "Alright Omnitrix, you win. You want Ghostfreak? You get him!"

He slapped it down, and the world went pitch black. Ben looked around anxiously. The void was too quiet, like the calm before the storm.

And then, he looked down. A massive pink eye was glaring back at him, and seconds later, black hands shot out of the pupil Ben was standing on and grabbed him, pulling him underneath the black sea-

The others stared at the alien incredulously. Ruby had always felt like there was something off about Ghostfreak, but now that feeling was worse. He was quiet, mouth set in firm line. Ben would've had a fun little quip to say...

Roman laughed uproariously. "Nice trick, kid!" He snapped his fingers, and his goons riddled the ceiling with bullets, causing it to crash down on Ghostfreak.

"But we ain't scared of no ghosts!" he quipped, laughing madly. The other henchmen joined him.

" _ **You should be,**_ " a voice behind him whispered. And suddenly, Roman felt something flow into his head, into his brain-

 _ **SHHHK.**_

And Roman folded to the ground like a house of cards. His henchmen stopped laughing. With a catastrophic banshee shriek all hell broke loose. Boxes and crates flew around the warehouse like a tornado, hitting friends or foe without distinction. Zeta and RWBY had to duck behind a large concrete barrier for safety.

In the midst of the industrial maelstrom, Ghostfreak around, possessing one person before moving to the next. Whatever had possessed Ben was cruel to his opponents: phasing wooden pieces of crate into their limbs, overloading their senses and making them hallucinate nightmares, using them as puppets to fight against their allies... This wasn't Ben. Something was _**wrong.**_

Ceres had to yell over the carnage to be heard. "Why is he doing this?!"

"He's probably still mad about Max's death!" Kylie rationalized. "Ben's taking out his failure to save Max on these nameless goons!"

"So, what stage is this, unusual cruelty?" Weiss snapped.

"Actually, it's less of a consecutive cycle and-"

"GUYS! FOCUS!" Ruby knew she had to do something, even if she was way out of her depth. She stood up, a determined look in her silver eyes. "Ben! Calm down! Don't take your anger out on them!"

The room came to a halt, crates and henchmen alike falling to the ground. Ghostfreak floated in the middle of the room, motionless.

"B-Ben?"

Ghostfreak vanished before her eyes. Ruby looked around wildly, trying to find him-

" _ **Ben's not here,**_ " a voice behind her whispered.

Ruby turned and swung her scythe, but the spectre cackled as he phased right through the blade. She growled before noticing what was wrong with him.

It was his eye; the sclera was pink as opposed to Ben's usual green. Actually, that pink shade looked familiar...kinda like...

 _The color of the cult they had fought just a week ago._

"IT'S NOT BEN, RUN!" Ruby shouted before using her semblance to gain some distance from the alien.

The group scattered around the warehouse, and Ghostfreak paused in place. His head made a full 360 revolution around his neck, causing everyone to cringe. He chuckled, before it devolved into full on maniacal laughing. Ruby felt her hair stand up on end; it was one of the worst things Ruby had ever heard, and she'd heard the sound of bones snapping from Grimm attacks.

"You are all afraid of me?" the apparition chuckled. "In _this_ form?"

"This form?" Rook said quietly from Ruby's left.

"You haven't seen anything _yet!"_ Claws shot out of Ghostfreak's skin, catching everyone off guard. He began ripping off his skin, but there was no blood pouring out of him...

Torn skin fluttered to the ground as Ghostfreak revealed his true form; his true body was a mix between gray and purple and gave him the look of the famous Grim Reaper. His claws were black and matched the lines on his chest. His spine was sticking out of his back, his tail was white with black stripes, and he had bony spikes on his elbows. His teeth looked more like human incisors than fang. And finally, his gray head was upside down, with a single pink eye glaring balefully at them.

"I...LIVE!" he rasped.

"Who the hell are you?!" Rook shouted at him. "Where is Ben?!"

"He's down there," the spectre laughed. The group looked down to see _something_ beneath Ghostfreak, quickly forming into a familiar human form.

"Who are you?" Ceres demanded to know.

"I am Zs'Skayr," the monster rasped. "The high Ecto Lord of the Anur System."

"That...this is impossible," Ben rasped as he crawled away from the monster. "You're _me!"_

Zs'Skayr cackled wildy. "Your Ectonurite transformation served a good cause, Tennyson. You see, I merged with your Ectonurite form when it was sampled and like a flea sucking the blood of a hound, I fed on your watch. It caused me to grow stronger, to evolve..." Zs'Skayr's claws sharpened. "And it's done wonders for me."

"I'm getting flashbacks to Vilgax," Kevin said flatly.

"And yet," the wraith continued, "that watch was hell for me. At first I played along, but I found myself trapped and subjected to horrors unlike any other. I've been here all along, _trapped_ in that accursed device! Forced to watch as another used my body when I wasn't prodded! Do you even have any idea what it was like to be in that _device_? Every waking moment was _torture!"_

Zs'Skayr cleared his throat and composed himself. "I was only able to regain some form of control not too long ago. That portal I had my associate build helped give me that 'push' to free myself."

"So, what do you want?" Yang asked. "You got your strength back, what more do you want?"

"The Omnitrix."

"Of course you do," Ceres sighed.

"I require it for my own personal gain," Zs'Skayr sneered. "And for _her_ needs, but mostly to teach you a lesson. Let's see how _you_ like being controlled! Once I'm through with you, I'll force you to experience all five years of torture like I did. And once all hope is gone, you'll have my permission to DIE!"

Zs'Skayr flew towards Ben, and everyone's heroic instincts kicked in; projectiles and bullets flew at the monster, but he phased through them while laughing maniacally. Ben fell back into the sunlight and braced himself as Zs'Skayr reached for him-

And he heard loud screams and the sound of something burning. Ben opened his eyes to see Zs'Skayr recoiling from the light. His hand was bubbling, burning like flesh would in a wildfire. He screamed as he retreated back into the shadows, dragging Roman with him.

The group slowly put down their weapons, looking at each other with fear and confusion.

* * *

Zs'Skayr huffed as he hid in the shadows of a nearby alleyway. In his hubris, he'd forgotten about his weakness to the sun. His skin was still giving off smoke, and his hand felt numb. It was embarrassing to retreat, especially after having those brats at his mercy.

"Um, excuse me."

Zs'Skayr turned to see Roman standing to the side. He tapped his foot impatiently.

"Can I help you?" Zs'Skayr hissed.

"You're the leader of that Elias guy, right?" Roman scoffed. "I was promised a big reward for meeting with you."

Zs'Skayr smiled. "But of course. You want riches, yes? I'll give you riches..." The spectre snatched Roman up and phased them both through the ground. Roman tried to scream but couldn't, claustrophobia settling in-

Zs'Skayr peeked his head up, and phased them out of the ground and into the back of a bank vault. "Your wealth await," the spectre announced, grinning.

Roman smirked. "Now we're talking." He walked over to examine the loot, admiring the shine of the gold bars before going back to business. "Alright, now help me grab some money before-" Roman turned to see he was alone. "Oh."

Silence filled the room, and Roman sighed, annoyed. "Okay, _fuck_ that guy."

Zs'Skayr retreated back to the shadows of the alleyway. He _hated_ having to play the waiting game, especially when Tennyson was vulnerable at a time like this...

"Waiting for something?" Zs'Skayr looked up to see Tyrian carefully eyeing him from the top of a building.

"You must be the agent sent by her grace," Zs'Skayr rasped. "Pleasure to meet you."

"My honor to serve you," Tyrian said, before jumping down and bowing before the spectre. "But I must ask, what is an all powerful monster such as yourself doing in the shadows? Should you not be on your way to meet her?~"

"I should." Zs'Skayr frowned heavily. "But in my arrogance...and subtle accommodation of being shielded underneath Tennyson's 'first layer'..."

"Ohohoho!" Tyrian chuckled. "This is hilarious!"

"Do you find amusement in my pain?" Zs'Skayr hissed, clenching his fists.

"What I find amusing is the fact you didn't off the Omni Brat," Tyrian replied smoothly. "Her grace will understand your tardiness if you choose to go back and rightfully claim what is yours...and I can finally come face to face for why I'm here."

Zs'skayr grinned. "Your offer intrigues me. Once the sun goes down, then the fun will _really_ begin."


	36. Be Afraid of the Dark

We apologize for the delayed release; the recent storm on our side of the world kinda made Hell freeze.

There will be two more chapters after this, and then we'll go on break until the Summer.

* * *

Despite the fact it was still light out, no one felt safe. And who could blame them?

Think about it. You're a kid with superpowers, able to shapeshift into any alien at will. Now, one of your forms- which you've always been wary of- has suddenly become the subject of your screaming nightmares.

 _Now_ , it takes over your body and uses it to ruthlessly beat down a group of villains. Granted, you were unconscious for that part, but secondhand accounts prove to be terrifying. And _then_ said alien pops up in the real world, giving you and your friends a mother of a jump scare before RIPPING OFF ITS SKIN.

So, yeah, they'd all be going to therapy.

Ben was pacing around the sunniest spot in the local park. Ruby watched him with a worried look before she turned back to the group.

"So, I'm gonna have nightmares about that," Kylie said, breaking the silence. "Anyone else agree?"

Yang nodded. "Definitely."

"Somehow getting psychologically tortured by an otherworldly demon sounds better than seeing that thing again," Blake deadpanned.

"What even was that thing?" Weiss demanded to know.

"That was Ghostfreak's true form," Ceres told her. "Ectonurites are in a _completely_ different league from other aliens."

Blake raised an eyebrow. "What do you mean?"

"Scientifically speaking, you can't kill an Ectonurite," Ceres said bluntly. Everyone stared in horror at the thought of another immortal enemy. "I know that sounds horrifying, but it's true. When an Ectonurite's form is destabilized, their body dies, but their consciousness survives within each strand of their DNA. They scatter their 'essence' around their surroundings, and then regrow their form while feeding on whatever they imprinted themselves on."

"That is literally one of the most horrifying things I have ever heard," Rook said with a straight face.

"You look like you really mean it," Kevin said sarcastically.

"Thank you!"

"So, what, they're like Symbiotes?" Ruby asked, raising an eyebrow.

"Even worse. At least Symbiotes leave the body behind. Ben's lucky that he survived," Ceres sighed.

"Wait, if he survived, does that mean..."

"No." Ben grimaced and activated the watch. "I don't know how, but I still have Ghostfreak in the Omnitrix."

"...that is somehow even more terrifying," Ruby stated. "So, now what?"

Ben looked up at the sun, like an idiot. His eyes hurt but he thought it made him look tough. "Easy. Sunlight. You saw how he reacted when he touched the light."

Kevin's eyes lit up in realization. "Black Parade has the same problem. I can't go in the light for too long, or else I'll shrivel up and revert. That's probably a plus since I'm all mutated. But since Zs'Skayr's hand reacted more violently..."

"He's gonna be staying in the shadows for sure," Ceres explained. "And it's gonna be nightfall before we know it, so the faster we find him, the better."

"So, we're splitting up, then?" Yang asked.

"FUCK NO! Haven't you seen a horror movie before? We're staying together!" Ben yelled a bit too loudly. Everyone was caught off guard by his outburst, even Ben. He quickly took a deep breath and calmed down. "I mean, we're gonna be staying together. Just in case he tries to possess one of us."

"...alrighty then," Yang said, tilting her head in confusion.

Ben grimaced, and quickly walked back to the ProtoTruk. The others shared a concerned look.

 _Something tells me it's less about Ghostfreak and more about our safety,_ Ruby thought.

For a few hours, the group drove around aimlessly. While everyone else was idle, Ben kept himself busy to stave off the impending panic. He sat in the hidden lab part of the ProtoTruk with a bunch of random tech, using Upgrade to assemble it.

"Need some help making… whatever it is you're working on?" Ceres asked, confused. Whenever Ben built something, it usually exploded within a few seconds of completion. This was the guy who couldn't make EasyMac without wiping out the Rustbucket kitchen back when he was a kid. Though his cooking skills had improved greatly since then, that didn't mean Ceres trusted him alone in the lab.

"A little something for Casper the Unfriendly Douche," Ben explained briefly. He was engrossed in his work, and Ceres found herself proud of him. "It'll come in handy later on."

"You are _really_ serious about taking Ghostfreak down," Ruby said, leaning her head into the back. "You didn't act like this with Vilgax."

Ben paused briefly. "Well," he drawled, going back to work, "considering Zs'skayr was inside the watch for five years, he probably knows as much about it as me. Maybe even more."

"Ok, everything you say about that freak just makes me even more scared about facing him," Kylie admitted.

"We already have a good idea of how dangerous this guy is," Yang pointed out. "He _has_ to know every single alien inside the Omnitrix. And with his display of violence earlier, I'm betting we aren't even scratching the surface of this guy's full power."

Ben nodded. "Sa-" Something caught his single eye. It was brief, but he saw someone standing in the alleyway, waving at the ProtoTruk. Someone who attacked him, and was the reason Ruby was here in the first place. "STOP THE CAR!"

Rook slammed down on the breaks, causing the car to jolt, but Ben was already out the door. "Ben! Wait!" Ruby ran after him as he barreled down the alleyway. The figure's laughter turned into harsh, creepy snarls as Ben chased him down. He slapped down the Omnitrix symbol on his chest, and shifted to the feral Rath.

"LEMME TELL YA SOMETHING, STRANGE FIGURE THAT I MAY OR MAY NOT HAVE FACED BEFORE!" Rath yelled, frothing at the mouth. "RATH DOESN'T APPRECIATE YOUR CREEPINESS!"

The figure darted into the window of an abandoned building, and Rath paused. For once, the loud behemoth had a rational thought: since Zs'Skayr was creeping around, and this bastard decided to show back up...what was really going on with this whole plot?

"Yo."

Rath screamed and whirled around, seeing Ruby behind him. "Awww, did I scare you?~"

"S-SHUT UP! RATH WAS...DEEP IN INTROSPECTIVE THOUGHT AND YOU KNOCKED RATH OUT OF IT, RUBY ROSE! YOU RUINED RATH'S CONCENTRATION!"

Ruby raised an eyebrow.

"...ok, yeah, you did."

The rest of the group caught up, ready for action. "Where'd he go?" Ceres asked, braces at the ready.

"In there!" Rath growled, barging through the door. "ALRIGHT, SCORPION DUDE! SHOW YOUR FACE BEFORE RATH SHOWS YOU HIS!"

Everyone took that sentence in.

"THAT SOUNDED COOLER IN RATH'S HEAD!"

The group wandered around inside the building, keeping their guard up and not daring to let go of their weapons. Rath was especially focused; he was uncharacteristically quiet as he sniffed the air, using his heightened senses to his advantage.

"Rath can smell something," he announced, pausing. "Smells weird. Kinda...poison-y."

"Good adjective," Rook said sarcastically.

"Hey," Yang piped up. "Is that what I think it is?" She pointed over to a motionless body lying on the ground. Rath snarled as he ran over.

But when he approached the woman, Rath noticed a purple cut across her throat.

"Ben, wait!" Ruby called out. "It's a trap-"

KLANG. Rath's claws quickly blocked Tyrian's sneak attack, clashing blades with him. Tyrian cackled madly as he swung his tail wildly at Rath's head.

"NICE TRY, CRAZY SCORPION DUDE!" Rath declared, blocking the blows with relative ease. "NO ONE CATCHES RATH OFF GUARD-" Something grabbed Rath's feet and pulled him through solid ground, right to the floor below. "AHHHH!"

Tyrian chuckled. "Oh dear, quite the mouth on that one." He turned to face the group behind him, a menacing grin on his face. "Ah, yes. The Rose child and her bunch of nobodies. So we finally meet!"

Ruby could feel sweat dotting her forehead, but she refused to let her nerves best her. There was a horrible aura surrounding Tyrian, and the insanity in his eyes reminded her of The Joker from Batman. She tightened her grip around her weapon and powered through her fear.

"What do you want?" Ruby said, her voice steady.

Tyrian dramatically put his hand to his chest, as if he were insulted. "You haven't the slightest clue, do you? Oh, how exciting this must be..."

"I want answers; who the hell are you?" Ruby snarled.

"Ohohohoho! Little Rose has thorns!" Tyrian chortled. "My little flower, I'm here to whisk you away with me!"

Yang audibly reloaded her weapon. "And what if she doesn't want to?"

Tyrian stared for a moment with his lips scrunched up before answering. "Well, then I'll just have to take her."

Her friends stood in front of Ruby, weapons ready, as Kevin transformed into LED Clones.

"You'll try and you'll fail," Yang declared, giving Tyrian her most fearsome glare.

Tyrian closed his eyes and inhaled through his nose. His eyes slowly opened, and, with a dark grin, growled a single word.

" _GOOD._ "

Ben rubbed his head in pain. "Ooh, Rath is gonna feel that in the morning," he moaned to himself. He scanned his surroundings; he was in the basement of the abandoned house. The room smelt like sewer water mixed with something metallic. Ben felt he should've known what it _really_ was, but he decided to be ignorant, just in case.

"Welcome, Ben Tennyson."

Rath felt a shiver go down his spine, and he spun around to see Zs'Skayr, floating above him. The bastard was grinning menacingly at him.

"YOU!"

"And goodbye, Ben Tennyson." Zs'Skayr flung himself at Rath, trying to possess him. Much to his shock, he couldn't phase into Ben's flesh. Rath quickly pulled the ghost off of him and threw him into a wall.

"LEMME TELL YA SOMETHING ZS'SKAYR, HIGH ECTO LORD OF THE ECTONURITES! RATH DOESN'T LIKE IT WHEN SOMEONE OTHER THAN RATH TRIES TO CONTROL HIS BODY!" Rath charged at the monster and started stabbing him left and right, but Zs'Skayr simply phased through his hits.

"An angry mind is a cluttered mind," Zs'Skayr rasped. "A calm mind, however..." His chest ripped open to reveal a void of endless teeth. "Is indeed a powerful one indeed." Rath pulled his fist away just before Zs'Skayr's second mouth clamped down on his arm.

Zs'Skayr advanced on Rath, manifesting a scythe out of thin air. He lunged towards him with a powerful strike, but that failed as Rath blocked his attack. He roared in Zs'Skayr's face and tried to headbutt him, only for him to nearly slam his own face into the ground. Rath shook off the confusion and looked around. Zs'Skayr had disappeared, and was probably planning a quick sneak attack now.

"NO FAIR, DISAPPEARING AND STUFF!" Rath whined. "RATH CAN'T DO THAT!"

"Nothing is fair in this universe, Tennyson," Zs'Skayr hissed from all around him. "It is full of things that don't go as you want them to. You should know this, especially with more... _recent_ events."

Rath sharpened his claws in anger.

"Like the myth of Chaos, I arose spontaneously from nothingness. I've been around longer than most species have been alive. I watched the rise and fall of the Vilgaxian empire, I saw the start of the Fulmini conquest, and I've seen the destruction of Incursia."

"What, is Rath supposed to be impressed? Because it just sounds like you're a fossil!"

Zs'Skayr simply cackled. "The longer you live, the more you realize reality is just made of pain, suffering, and emptiness. In this universe, whenever there is light, there are also shadows." Zs'Skayr suddenly popped out of the ground and slashed Rath multiple times in the chest. "AND IN THIS UNIVERSE, I DESERVE WHAT IS TRULY MINE, BOY!"

Rath stumbled back as the Omnitrix flashed red. Zs'Skayr flashed a toothy, twisted smile. "Ahhh, music to my ears..." In a flash of red, Ben was back to being human.

"Game over, Tennyson," Zs'Skayr sneered, floating forward. "YOUR BODY IS MINE!"

"Not so fast, you freak!" Ben quickly reached for something strapped to his side- it looked like a weaponized flashlight. He hit the button on the side and, in an instant, Zs'Skayr was blinded by thousands upon thousands of small LED lights that nearly incinerated him like the sun.

"Daylight at night?!" he hissed, convulsing in pain.

"A little something I had Upgrade whip up," Ben explained, grinning. "Ruby showed me a fun little masterpost about guns a while back. Never thought I'd use a vomit gun in my life, but...here I am!" Ben threw the weapon on the ground, keeping it focused on Zs'Skayr. He yelled and hissed as the light continued to burn him, while Tennyson ran back up the stairs and back to regroup with his friends.

Zs'Skayr gave an animalistic snarl as he built up the mental strength to phase into the ground, finding time to recuperate.

Ben flung open the basement door to what was probably the craziest battle he'd seen in a while. The room was wrecked, clothing was torn and everyone was trying to hit Tyrian. Problem was he was just so damn fast, especially when he was attacking Ruby. Whoever wanted her, Tyrian was determined to capture her.

Tyrian's grin grew with each step, closing in on Ruby like a cat to a mouse. His tail was like a whip, stabbing at her and then moving to the side so Ruby couldn't attack it.

Ruby stopped and spun with a slash, forcing Tyrian to block and then leap backwards. He took the opportunity to open fire with his wrist weapons, pelting her with bullets. Kevin rushed in front of her and guarded Ruby from the attacks, and retaliated with his own bullet fire.

Tyrian quickly dodged and jumped at Kevin; Yang and Blake wrapped their wire and ribbon around Tyrian's body and swung him into a wall. Ceres cocked her gauntlets and shot at Tyrian, each shot like a cannonball hitting a brick wall, but he broke free of the trap and dodged each attack with ease. Weiss, Kylie and Rook fired bullets (ice shards in Weiss' case) at the crazed maniac, but he quickly dodged them as well. Tyrian tried to jump into the fray and get back to targeting Ruby, but something held him in place.

"Whoops," Kevin said, grinning. "Did they grab you?"

Tyrian couldn't see them, but he sure as hell felt them; pebble sized LED Clones weighed Tyrian down, much to his annoyance.

"AHAHAHA!" Tyrian laughed. "Hilarious. What a cheap, pathetic move."

"Oh, really?"

Tyrian froze as the clones suddenly jumped on his tail, weighing him down even more. He felt like his back was about to break, his stinger close behind.

But instead of getting upset, Tyrian merely cackled as he fell to the ground.

"Well, that's the end of that," Ruby sighed in relief. "Where's Ghostfreak?"

"Either really disoriented or incinerated." Ben shrugged. "I used a vomit gun on him."

"Awwww, you remembered!" Ruby gushed.

Ben smiled at her before he walked over to Tyrian. His eyes became cold and empty. "Now, Tyrian, was it?"

"At your service~" the bastard hissed.

"Answer me one question," Ben said. "Did you kill Max Tennyson?"

The room suddenly got a lot more tense. Tyrian's small chuckles devolved into roaring laughter.

"PLEASE! IF I DID THE JOB, I WOULD'VE LEFT MORE THAN AN ARM BEHIND! AHAHAHAHAHA!" Tyrian yelled. Ben grit his teeth and kicked the bastard in the face. "You call that a kick?! Put your back into it!"

"Alright, fucker," Kylie muttered as she walked over to Tyrian. "Lights out for you." She slammed her hand in his face, suffocating him with knockout gas. Tyrian coughed and fell to the ground, unconscious.

"I suppose we should take this 'Tyrian' character in," Rook said, walking forward. "What should we do with Zs'Skayr?"

"Eh, trap him in a thermos or something," Ben said dismissively. "Let's just get this over with."

Rook turned to handcuff Tyrian. "I could not agree m-" Rook suddenly paused mid sentence, his body going rigid.

"...you ok, bud?"

Rook's head swiveled quickly, revealing black sclera and pink eyes. "Never better." He grinned as drew the ProtoTool. He fired a quick net shot at Kevin, knocking him to the ground and temporarily taking him out of the fight. He shifted his weapon to its blade form and ran at Ben, swinging wildly. Ruby intercepted the blow and knocked Rook back.

"Uh, Rook? Please tell me you haven't been possessed," Ceres pleaded.

"He's not here~" Zs'Skayr's teasing voice came out of Rook's mouth. With that, everyone else jumped back into action.

Rook's movements were fast, but Ruby was faster. The two collided their blades continuously until Ruby slashed hard enough to knock Rook back into a building wall. He started to get up, his face twisting from malicious glee to something dark and ugly.

Yang threw a powerful haymaker at Rook, who quickly blocked it with his Proto Shield. He tried to strike back, but Yang dodged and countered with a powerful right hook to the gut.

"Hey, keep him in one piece!" Ceres snapped, reloading her weapon. "I like him."

She jumped at Rook, attacking with a stretch kick that fluidly transitioned into an axe kick. Ceres slammed the heel of her foot down on his shield, Rook barely blocking it; Zs'Skayr's faint outline briefly popped out of Rook's body and grabbed Ceres's leg. She gasped as he tossed her at Yang, knocking both of them down. Zs'Skayr retreated back into Rook's body and swapped his weapon to its tonfa form.

"He's playing dirty," Ben growled as he activated the watch.

"Really dirty too," Ruby said, annoyed. "It feels wrong to see tRook fight like this."

"Also, Rook using contractions? _Really_ creepy," Ben added as he slapped down the watch. Purple fur ran up his arm, as two lower arms and a tail sprouted out of his body. "Alright, let's make this quick!" With that, Spidermonkey and Ruby dashed forward.

Rook fired some quick laser fire at the two, but they were too fast for him; Ruby jumped up and slashed her scythe over her head, but Rook quickly blocked with his tonfa and knocked her back.

Ben leapt forward and clung onto Rook. "Sorry about this, buddy!" He unleashed a quick flurry of scratches on him, before finishing it off with a quick backflip off of his chest, landing neatly away from him.

"Nice acrobatics," Ruby appraised.

Ben smiled. "Thanks, I've been practicing."

Blake rushed past them, ready for a quick counterattack. Rook swung at her, but she leapt back, leaving behind a present; a stone statue of herself. Rook's hand got stuck in the middle. Zs'Skayr hissed as he forced himself out of the body, ready to destroy the stone statue with a slash of his wrist.

Of course, Zs'Skayr didn't notice Yang jumping up and knocking him down with a flaming punch. Zs'Skayr, utterly done, decided to take care of some annoyances; he slipped out of Rook's body and tore open his own chest. Tendrils shot out of his body like diseased snakes and wrapped themselves around Blake and Yang, slamming them around the room. He then slammed both of them on the ground before retreating back into Rook's dazed body.

"HEY!" Zs'Skayr looked up; Ben was rushing at him. He did a perfect cartwheel, followed by a quick double-handed ground-slap. However, Rook blocked the attack with his tonfa and kicked Ben in the gut.

"Pathetic," Rook sneered as he prepared to stomp on Ben's head. However, Spidermonkey's tail perked up and shot a ball of web at Rook's face, blinding him.

"Oh, really now?" Ben chuckled as he jumped forward and performed a quick open-handed slap, followed by a spinning back fist with his opposite arm. Rook went flying back into a wall, web still stuck to his face. Ruby swapped her scythe mode for her sniper mode and shot two quick dust bullets into the wall. Vines burst from the bullet holes and wrapped themselves around Rook's arms, restraining him.

Zs'Skayr phased out of Rook's body, unamused. "How disappointing. With how I've seen him perform, I expected better of him." His eye drifted over to Kylie, who was helping Yang and Ceres up. "The girl, however..."

Zs'Skayr made a quick beeline towards Kylie, the girl shivering upon contact. The left side of her body slumped a bit, while her right side aimed her pistol at the others. Weiss quickly jumped in front of the group and plunged her rapier into the ground, causing spikes of ice to erupt and shield the others.

Kylie's bullets barely passed through the pillars before she inevitably ran out of bullets. Zs'Skayr hissed as he tried to force Kylie to produce some gas, but couldn't.

"What on Earth is going on?" he wheezed, his body weakening. Suddenly, the left half of Kylie's body grabbed her right arm and forced it down.

"Get...out of...my body!" she spoke, mustering all the free will she could.

"Impossible," Zs'Skayr yelled. "I should have full control over you!"

"Funny, huh?" Kylie suddenly picked up her arm and slapped her right cheek.

"Have you no dignity, child?!"

"Bold of you to assume...I had any...in the first place!" Kylie kept on slapping her face with her hand.

"What's going on out there?" Weiss asked as Ben hopped onto the ceiling.

"Zs'Skayr is forcing Kylie to...slap her face." Ben blinked. "Ok, what?"

"At least she received some mercy," Rook groaned as Yang and Blake helped tear him down from the wall.

The slapping match went on for a while, until Zs'Skayr gained full control over Kylie's body. "Now, let's produce some mustard gas and leave them all to su-" Kylie suddenly felt a hand on her shoulder. She turned to see Kevin, a menacing glint in his eye.

"Get out of my sister's body," he growled as his hand caught fire. He forced his hand forward, forcing Zs'Skayr to leave Kylie's body and float out in the open. Kevin quickly shifted his hand back to normal and caught Kylie as she fell to the ground.

"Knew that was gonna scare you out of her," Kevin drawled as he helped his sister stand up.

 _What I need is good enough bait_ , Zs'Skayr thought to himself, before he turned to the spikes of ice. _And thankfully, I know the perfect victim..._ Zs'Skayr's hands lit up a pink color, and the room started to warp and morph. The high Ecto Lord had activated his telekinesis (what Ben referred to as "poltergeisting"). Pieces of ice broke apart, and the room started to spin, as if someone had trapped a tornado inside. People were picked up into the storm and spun around the room.

Spidermonkey stuck one of his webs onto a stable wall and tried to grab ahold of his friends. Ruby was the first to link up with him, and that's when Zs'Skayr decided to make his move; he flew towards her and tried to force his way inside of her-

"RUBY!" Ben yelled.

-and suddenly, Zs'Skayr flew back after an explosion of light. The room stopped spinning, and everything picked up by the maelstrom dropped to the ground. Zs'Skayr merely floated there, holding his burnt hand.

"...uh, what just happened?" Ruby asked warily.

"I-impossible! You're human! No living being can resist my overshadowing!" Zs'Skayr shouted.

"I...I think it was because of my Aura!" Ruby rationalized. "Think about it! Rook got possessed because he didn't have any. Kylie was able to kinda resist because she has a weaker form of Aura. I have it entirely, so I'm safe!"

"There's something," Ceres said, grinning. She turned to Zs'Skayr, her hands lit up with blue flames. "What, you gonna possess me now too?"

"Sunlight literally runs through your veins," Zs'Skayr snarled. "It appears I've run out of options..." His single eye drifted over to the still unconscious Tyrian. "Evidently not," he crowed. He dove into the ground and emerged next to Tyrian. Zs'Skayr 'tested the waters' by sticking a finger in the psychopath's skin. His finger was unharmed, and Zs'Skayr gave a fanged grin.

"What do you know? You can't use Aura in your sleep," he chuckled, sending shivers down everyone's spines. Zs'Skayr dove into Tyrian's body, and he instantly shot up. His grin was as dark and evil as Tyrian's, but the way his teeth glinted in the darkness just made it seem _worse._

"I have a personal belief," Zs'Skayr enunciated. "There are two times in which you can feel truly blessed. As much I ramble on about the universe being unfair, there are two distinct times you can truly feel like you've been gifted."

"And when is that?" Ben asked, raising an eyebrow.

"The first is when the endless cycle of suffering comes to an end. I have control of my life - and body - once more. When you first put on that watch so many years ago, I actually panicked because I was stuck in an endless cycle of being used over and over again, given an embarrassing pet name that was my 'heroic moniker'. However, over time, I recovered, with emotions changing...and my mind growing. Learning about Omnitrix, talking about you, your colleagues, and the buttons to push to get you mad. I would take over your body occasionally for short moments, all to communicate with allies and associates. Through pure mental energy I was able to turn my despair around. And this makes me incredibly proud to be where I am..."

"...and the second?"

The villain flashed his toothy grin. "And the second...IS WHEN YOU LOOK DOWN AT SOMEONE IN UTTER DESPAIR!"

Tyrian's body rushed forward, violently attacking them. With Zs'Skayr's unhinged mind and Tyrian's killer instinct, the two were a match made in Hell. He started by taking out the first line of Kylie, Weiss, and Blake with a flurry of slashes so fast they couldn't counterattack. With the angles he was bending his arms at...it was inhuman on so many levels.

Kevin stepped up as Bashmouth and tried to fight back; he swung his giant fists around, but Tyrian's body gracefully shifted around them, and he struck back with a battle style that only a ragdoll could achieve. Kevin eventually got a hold of the bastard; he hoisted Tyrian up by his collar slammed him onto the ground and delivered a devastating punch to the face-

Or, it would have been devastating, had Zs'skayr not turned intangible. Tyrian's face contorted into a maddening grin, and he kicked Kevin in the chest. He stumbled back as Tyrian flipped onto a wall and propelled himself off of it, slashing Kevin's chest.

Kevin grasped the wound in pain, and Tyrian flicked the blood off his blade. "Pathetic display."

"Shall we give him a show?" Doppler chimed in as roots ran up Kevin's arms.

"Yes." Kevin smirked. "Let's."

Tyrian and Kevin ran at each other; Kevin unleashed a blind flurry of heavy punches that just made Tyrian laugh. "Blind, unplanned attacks?! How far gone are you!?"

"Oh, please," Kevin scoffed as he jumped back. "I'm not _that_ stupid. You apparently are, though."

And that's when Tyrian noticed he was covered in seeds. Kevin snapped his fingers; the seeds suddenly exploded, launching Tyrian into Yang's range. She unfurled her arm wire and tangled Tyrian up.

Yang swung Tyrian around for a few seconds before she sent him flying into Ceres's area. Her eyes glinted as her palms lit up. "What was that thing you were saying about despair earlier?" She smirked.

And then Tyrian vanished into thin air. Ceres dared not to let her guard down-

Unfortunately, she wasn't his target.

Ben could barely react as Tyrian reappeared in front of him and began slashing and hacking his blades into his fur. Ben screamed as he was forced to kneel, unable to defend himself. Tyrian stomped on his tail and forced him to look up.

"Your life ends here, Ben Tennyson! Show me your despair as you fall-"

SLASH.

Zs'Skayr and Tyrian screamed in pain as Ruby stood over them, stone faced. Zs'Skayr forced himself out of Tyrian's body. Ben regained focus, realizing what had happened.

Ruby had cut the stinger off from the rest of Tyrian's tail. It bounced, purple liquid pooling where it once was. Tyrian reeled back and cried out from sheer agony. Standing, he whirled around to face Ruby, infuriated.

"YOU BITCH!" he screeched. He took a step forward but faltered, off balance.

"I think now would be a good time to meet with our associate, wouldn't it, Tyrian?" Zs'Skayr hissed as he grabbed the man. He shot all parties involved a baleful glare before they phased through the ground.

Tyrian, utterly distraught, cradled his cut tail in his hand. "She'll forgive you," he repeated. "She'll forgive you..."

Ben reverted back to human and collapsed on the floor. His body and arms were covered in cuts and scrapes.

"I...need...a medic," Ben coughed weakly.

"On it," Ceres said, already dialing Ari and some back up on her communicator.

Ben awkwardly rubbed the bandages on his arms. It was probably the worst time to realize how itchy they were.

"They'll heal in about one to two weeks," Ari told him. "Don't do anything too reckless now, ok?"

Ben nodded. "Gotcha." Ari walked away and Ben looked up to see the rest of the teams being examined. Zs'Skayr had proven himself to be a formidable enemy, judging by the battle scars he left behind. Yang and Blake were getting a quick scan to make sure Zs'Skayr hadn't broken anything. Weiss was checking in on Kylie's face. Rook was lying in a stretcher, probably from all the pain Zs'Skayr put him through. Ceres, meanwhile, just looked so, so tired.

Ben couldn't blame her.

"Well," Ruby said, walking over to him. She had a bandage on her cheek and few bandages on her hand. "He was...certainly something."

"I honestly haven't faced an opponent like that since Vilgax," Ben sighed. "And I defeated him on the first go."

"Why didn't you just use Heatblast and incinerate him?" Ruby asked, raising an eyebrow.

"Judging by how cruel he is," Ben answered tiredly, "I'm guessing he would've used one of my teammates as a human shield. Or Revonnahgander shield, in Rook's case."

"So, what now?"

Ben shivered. "For now, we just have to live in fear."

Ruby paused, before she joined Ben on the bench. "You feeling better?"

"...a little."

"One day at a time, right?"

Ben gave a small smile. "Yeah. One day at a time."

Zs'Skayr stuck his head out of alleyway. Elias would be here any minute now. His most loyal servant deserved to meet his master; just not in such an abject way.

When Zs'Skayr thought of meeting with Elias, he pictured greeting him while he was possessing Ben's defeated and mangled body. It would be a perfect gift, and a bit twisted, considering how Elias successfully killed Max Tennyson.

But now, he was left empty handed.

And stuck with the dejected Tyrian. He cradled his tail, trying his best to keep his composure, but he was literally seconds away from breaking down.

Zs'Skayr didn't enjoy Tyrian's insistent sniveling. For someone who fought so valiantly, Zs'Skayr was nothing but disappointed with Tyrian's reaction to loss. But this was to be expected. The powerful always judged the weak, and Tyrian was certainly one of the weakest.

Pink lightning struck the ground, and Elias appeared instantly. He bowed before the spectre in respect.

"Master Zs'Skayr," he greeted him.

Zs'Skayr put his hand on Elias's head. "Ah, yes. My loyal servant. I thank you for freeing me. I take it you are enjoying your new powers?"

"I have indulged in them a bit," Elias admitted. "But nothing too crazy."

"Of course. You should've accompanied me to face Tennyson earlier..." Zs'Skayr motioned over to the crying Tyrian. "This one proved to be...a deficiency, in the end."

Tyrian's mind nearly broke hearing that. He needed to take his rage out on something, _anything-_

Someone passed by the alleyway, and Tyrian didn't think twice; he opened his weapons and leaped atop the person. He slashed at them repeatedly, tears streaming down his face. His wails gradually turned into dark, horrified laughter as he vented his grief into the innocent bystander.

"How embarrassing," Zs'Skayr sneered. "You allow rage to cloud your mind."

Tyrian's neck snapped to face him. "As if you haven't faced such emotions before?"

Zs'Skayr chuckled. "Within my mind there is one simple thought. To be victorious and rule! That is all I need to feel satisfaction! How I do it doesn't matter! No matter how you struggle, there are always limits to what a human can do. I, however, intend to remain on top."

"Wise words, my master," Elias said. "Shall we return to the queen, then? She was most eager to meet you."

"Of course," Zs'Skayr said, before he paused. "But leave him behind. Failures like him don't deserve the easy way home."

Tyrian's face contorted in pain as Zs'Skayr teleported away with Elias. And that's when it really, truly happened. Tyrian's fists clenched as he stood up, uncharacteristically calm.

"When I see him...when I see those brats again..." Tyrian cackled. "I'M GONNA PAINT THE WHOLE DAMN WORLD RED!" He laughed through the pain, and began his journey home.


	37. Rooters of All Evil

"Are you sure you're still ok?" Ruby asked Ben.

"Yeah." Ben nodded. "I've been opening up. I went to therapy, finally started eating again, and I'm surrounded by friends right now...so I'm ok."

Ruby stared back at the giant projection of Max's smiling face. "Just checking."

The Bellwood Base had arranged a nice little memoriam for Max, given his extensive work for the group. Ben could pick out dozens of people; kings from other planets, people his grandfather had taught, people who'd been inspired by him...

It gave him a weird feeling just being there, but he ignored it.

Servantis walked over to the podium and cleared his throat. "What can you say about Maxwell Paul Tennyson? He was a good man, who sacrificed his life to save all of us from an invasion. All of us owe our lives to this man alone."

Everyone somberly nodded. Ruby held Ben's hand a little bit tighter.

"He dedicated his life to helping others, putting their lives before his. Even before his time in the Plumbers, Maxwell was a town 'hero' in his own right," Servantis went on. "Helping out at soup kitchens, serving in the Air Force, and fathering three children with his wife, Magister Verdona."

"Under the Plumbers, he accomplished so much, being a leader to thousands upon thousands of cadets, being a key figure in the establishment in the stable connection between the Hunter community, and countless victories in seemingly unwinnable battles," Servantis went on. "It was an honor to serve under his wing."

"Even now, his legacy is survived by Magister Verdona, their children, Carl, Frank, and Mary, his grandaughter Gwen and his grandson," Servantis paused, as if he was incapable of saying Ben's name. "...Benjamin Tennyson."

Ben had to stifle a chuckle. Seeing the old guy lose his composure at a time like this wasn't appropriate whatsoever, but considering Servantis's hatred of him, Ben considered it a little funny.

What wasn't funny was the quick glance Servantis gave at him, right before his face relaxed. Ben felt uncomfortable seeing the guy so calm; Servantis was always in a foul mood, always scowling, always serious about something...but this? This raised a few red flags for Ben.

"Maxwell's relationship with his grandson was by far one of the strongest relationships I've ever seen." Servantis smiled calmly. "Never have I seen such a touching connection between the two. You can see Max's spirit and will in Ben's own personality."

Ben was caught off guard. _Was Servantis complimenting him?_ He was actually kind of flattered, but at the same time felt he should be insulted.

The rest of the service went as planned. Ben and the others watched other diplomats from other planets speak about how Max saved their people numerous times. Ben loved hearing the praises about his grandpa...and yet, that comment Servantis made stuck with him.

The after party was nice and quiet. People were talking about their fond memories of Max, or just catching up. The rest of the team was interacting with others, learning new things about the magister or just joining in on the story telling.

Ben and Ruby had either lived through them or heard them a thousand times. They knew every name and face in the room. They knew how many times Max had saved them, guided them on a better path, and helped them when they were in need.

"Should we leave soon?" Ruby asked quietly.

"Yeah," Ben said, looking around. "I'm sure they won't mind. I'm still kinda coping, to be honest. It just feels weird being here, you know? I...I don't know what to do."

"In my opinion? Carry on."

Ben and Ruby looked up to see an unexpected guest sitting at their table; an older Galvan neither of them had ever seen before. He wore a green tunic with black sleeves and a black stripe running down his chest and abdomen, with a black belt around his waist. His eyes were squinted, and he had tendrils growing out of his lower jaw, while two longer ones grew out of his upper jaw, giving him the appearance of having a beard.

"In life and now in death, he wouldn't want us to focus on him. He wouldn't want us to focus on the sadness of his untimely demise, but instead focus on the happiness in our lives. He would want us to appreciate each other and our future," the Galvan said, looking out into the crowd. "Just look at how many old friends he's brought together."

"Uh, yeah," Ruby agreed. "Thank you."

Ben was at a loss for words; he'd never seen this guy before in his life, nor had Max ever mentioned him. He was a total stranger and a bit of a funeral crasher...and yet, Ben felt there was something familiar about him...

"Did you know my grandpa?" Ben asked curiously.

"I knew bits here and there. He was a good man," The Galvan turned to face Ben and Ruby. "And you two certainly reflect his values."

Ruby raised an eyebrow. "Then why are you-"

"Hey, Tennyson. Rose."

The two turned their heads to see Kevin standing behind them. "Servantis wants to see us for some reason."

"Uh, alright," Ben said. "Sorry sir, but we have to g-" Ben turned back to face the Galvan, only to see no one standing on the table.

"...weird." Ruby frowned. "Come on, don't wanna upset the crabapple." She walked away with Kevin, but Ben lingered for a second. That old Galvan was...

Probably just some weirdo. Granted he was wise, but what else was there to being a weirdo? Ben shrugged as he walked away.

"Have a seat, Tennyson." Servantis said, pulling out a chair. "The rest of you must stand. While this only concerns Tennyson, I feel you too should hear this."

"I still don't understand why we're talking with the high council," Ben grumbled as he sat down.

"Like I said earlier today," Servantis restated, "your grandpa was a good man. It is...a shame that Max had to hide the truth," he went on. Ben perked up. _Truth?_ A few people murmured, and Ben and Ruby shared a concerned and confused glance.

"While searching through Max's computer for the cataloging purposes," Servantis said, "I found an old folder of footage. What I'm about to show you may be shocking or explicit..."

Servantis snapped his fingers, and a video popped up onscreen. It was footage of some warehouse in the middle of the night; a few guards were walking around before a blur suddenly smashed a bunch of them against a wall, sans one. There was a bright flash, and the remaining hench man was snatched up by a giant hand.

The next video began. A small series of humanoids cornered an alien, and _screamed_ at him until his head exploded. A few people gasped, and Ben felt sick.

Then, the final video began. The quality looked like it had been shot from a phone. It showed a humanoid tiger-like alien beating the living hell out of a basic, run of the mill criminal, making him beg for mercy before he just straight up snapped his back...and then he turned in the direction of the camera. It stopped there. The council were really starting to talk now, and Ben was utterly lost.

"T-that wasn't..."

"Dude," Kevin said. "Do you really think we believe that was you?"

"...kinda?"

"Wow, you have no faith in us," Ceres drawled as she scanned the room. People were staring in Ben's direction.

"And there you have it," Servantis said with a grimace. "All this time, our beloved Max Tennyson was hiding his grandson's true colors; Ben Tennyson is nothing but a sociopath posing as a hero. Disappointing, really."

Ben glared daggers at Servantis, who just gave him a sly smile.

"That isn't me," Ben said, standing up.

"Oh, really?" Servantis smirked. He pressed a button on his remote and pulled up footage of a more recent event; Ghostfreak thrashing the warehouse. Ben watched in horror as he saw what Zs'skayr did. "Is that not you, Benjamin?"

Ben didn't answer.

"Well?" Servantis said, impatient.

"Now, Servantis," one of the higher ups interjected. "I'm sure there's a viable explanation for all of this. You're making some baseless claims right now."

Ben's eyes lit up. "Huh?"

"Tennyson's proven time and time again that he is responsible. For you to treat him like this, especially after the death of Max Tennyson..." Another one cut in, disappointment evident in their tone.

"Most of this footage seems doctored as well," the magistrate said. "Care to explain?"

Servantis froze, for words. His eyes darted back to the others, who were giving him a look of 'ooooooh, you're in trouble~'

"O-of course," Servantis said, standing tall. "The reason is-" His eyes suddenly lit up- the four higher ups immediately tensed and fell to the ground, unconscious. "Oh, dear," Servantis drawled with a sly grin. "Look at what you did, Tennyson."

"You son of a bitch!" Ben yelled as he slapped down the Omnitrix. Feedback flew at Servantis, who quickly evaded the attack. He pulled out his weapon and fired it. A red laser beam shot out of his gun, and Ben prepared to absorb it; instead, a bullet hit his chest, and he stumbled back in shock and pain.

"Tsk tsk," Servantis condescended. "Did you forget Feedback can't absorb non-energy attacks, Ben?" His eyes lit up. "Or were you just seeing things?"

Ben grit his teeth just as a yellow glyph lit up underneath him. He turned to see Weiss, using her powers to charge Ben up.

"Well? Go on," Weiss said, furrowing her brow. "I can't keep this up forever."

Ben grinned, and shot lightning out of his plugs. Servantis quickly weaved to the side and Ben followed him, shooting electricity around the room.

"He's getting away!" Ruby cried as she whipped out her weapon. She, Ceres, and Blake rushed to block the door, but Servantis' eyes lit up; in an instant, the three of them found their minds falling into a pit of darkness, their bodies collapsing on the ground. Servantis jumped over them and raced down the hall.

"HEY!" Ben yelled as Ruby weakly stood up, shaking off that brief headache.

"That dick..." she hissed as she took off after Servantis. Ben followed suit, the others helping Blake and Ceres up.

Servantis was good at running away, mainly because he cleared a good section of floor before Ben and Ruby decided to use their powers to boost their run speed; Ben launched a powerful punch, and Ruby swung her scythe...only for them to pass through Servantis.

"Another illusion," Ben snarled.

"That's this guy's freaking power?" Ruby asked as she jumped on the floor.

"Yeah," Ben answered. "I've only seen it in action a few times; basic stuff, like quick illusions or sensations. Nothing too serious."

"So, where did he go then?"

Ben's antennae perked up, whirling around a bit.

"...what are you doing?"

"Trying to sense his badge frequency. The Rooters have a specific comm link that no one else has," Ben explained.

"You look dumb doing that."

"I know." Ben quickly picked up on the signal and he ran in the other direction; Ruby followed him, and pretty soon, the rest of the group caught up with her.

"Let's kill him!" Ceres crowed. Ben kicked down a door, ready for blood-

And froze as he saw Servantis, standing there with a bunch of armed men.

"He incapitated the higher ups and attacked me!" Servantis cried out, spinning his lie. "He and his little friends have shown their true colors!"

"...how gullible do you think we are?" one of the armed men asked.

"Ben's cool," another one chimed in.

"Yeah, and Ceres makes me question my sexuality!" one of the females in the groups said with no shame whatsoever. Ceres winked and shot finger guns at the woman, making her squeal and nearly faint. Ceres merely smirked.

" _...fuck it,"_ Servantis said darkly, his eyes lighting up; the armed men were all knocked out within seconds...before they stood back up and fired at the group. Weiss quickly summoned a giant glyph in front of them, creating a giant ice wall as a shield.

"What the hell did he just do?!" Kylie exclaimed.

"I think he just took over their minds." Kevin grimaced as he had Doppler transform his legs into Rush's. "And if you ask me, I say we get out here before he takes over this entire base."

"Good idea," Ben agreed as he changed forms to Bloxx. "I'll handle the defense. You guys stick to offense."

"On it." Kevin grinned as he jumped up; he kicked through the ice wall with his powerful legs, laser and bullet fire flying through the air. Ceres threw a few less 'severe' fire blasts, and Kylie cloaked the group in a thick purple haze.

"This way!" Rook ordered, guiding the group through the escape way, Ben shielding them with his giant body.

"As you can clearly see," Servantis explained, replaying the footage of the Zeta Squadron attacking him, "I tried to defend myself, but Tennyson and his friends attacked me first." A wave of murmurs spread through the meeting. "Effective immediately," he declared, cutting through the voices, "Ben Tennyson is to be branded a criminal. And that goes with anyone caught associating with him."

"Can we have a reason why all of this is even happening?" a higher ranked plumber asked.

"The reason doesn't matter. He attacked me and is resisting arrest," Servantis snapped back. "Now go, bring me every camera in Bellwood. Setup a discreet stakeout in front of his house. Just bring him into me as soon as possible."

A few plumbers gave each other suspicious looks, but dispersed quietly all the same. Servantis grinned as he went back to his office.

He sat behind his desk, alone. He was used to not being disturbed while working. He should've been out on the field, but he was content to wait for now. Servantis had fooled the base into thinking Tennyson was a viable threat...and he was, at least in his eyes.

Servantis' fear was quite simple; he feared the boy had too much power. There were too many terrifying aliens out there. A Prypiatosian-B could radiate an entire state. A Cerebrocrustacean could invade and manipulate memories. An Aerophibian could fly across entire galaxies using a single breath, a feat no ship could accomplish without using up at least a billion photons.

But the one that scared him the most? The dreaded Celestialsapien. The Celestialsapiens could warp reality on a universal scale, meaning Ben was technically omnipotent. He could be invincible just by using this form all the time, shaping the world into whatever the hell he wanted...or even make Servantis disappear for standing up to him.

Ben was a terrifying character, and still slowly maturing. What if he took on a darker path when he got older? What if he had a bad day and that's when he decided to just... _snap?_

"Penny for your thoughts?"

Servantis looked up to see Albedo standing in front of him. How he got here didn't matter, nor did he care. "Can I help you?" Servantis asked patronizingly.

"Yes you can," Albedo snapped. "Why is my image being used to discredit Tennyson?"

"To even the odds for her grace," Servantis said indifferently, moving some papers around on his desk. "Tennyson has too many allies, and space contact w-"

"I'll repeat myself," Albedo said, cutting off Servantis. "Why is my image being used to discredit Tennyson, _you hypocrite?"_

"Beg pardon?" Servantis asked, raising an eyebrow.

"I possess the same powers as Tennyson," Albedo argued. "And yet you do not fear me."

"Of course not," Servantis drawled. "You're responsible with your powers, you have better control, you-"

"Have no excuse to treat me any differently," Albedo spat. "He does nothing but good, despite limiting himself to this planet."

"Why should I be scared of you, exactly?" he scoffed.

Albedo slammed his hands on Servantis' desk. "The Galvans are 10 times scarier than most of you humans. We have tampered in God's domain not once, not twice, but _three times,_ and with great success. We have discovered dimensions unknown to man, and you use one of those dimensions to dispose of your trash. We made your armor, and we know how to destroy it in a single blow. _We created the Omnitrix, and I perfected the creation with my own design._ Humans are simple and violent, but us Galvans? We are an intelligent collective that could take down your planet in a day if we so desired. So, I'll ask you this: what is your real reason for hating Ben Tennyson?"

Servantis did not answer.

"...do you hate him because he stole Max's attention away from you?"

Servantis did not answer again, but Albedo already had his answer. "You make me _sick,"_ he said disgustedly, vanishing into thin air.

Servantis sat in his office, alone, trying to justify himself.

Ben peered out from the subway stairs. No one was coming, thankfully, and hopefully it'd stay that way.

"So, how long are we gonna have to stay here?" Ben asked Ceres.

"At least until this whole thing blows over," she sighed. "Knowing Servantis, he's scanning all the cameras in the city to see if he can spot us."

"He's annoyingly thorough like that," Kevin grumbled.

"We can't even go back to our hotel," Yang pointed out. "He'll just try capturing one of us to create a hostage situation."

"Yeah, that sounds like old Servantis." Kylie grimaced as she observed the empty subway station.

"I don't get it," Ruby chimed in. "Why does Servantis hate you so much?"

"From what I've seen, you use the Omnitrix pretty seriously," Blake added. "You never seem to use it outside of missions, anyway."

"Does he think you're gonna destroy the universe somehow?" Weiss asked, raising an eyebrow.

"It's not that," Ben sighed. "It's because of my age."

"...I don't follow," Yang said blankly. Which made sense, since she was so used to her society encouraging kids (from a young age) handling a weapon, a superpower, and a pseudo regenerative ability in the form of spiritual energy so they could fight monsters.

"Servantis thinks Ben's 'irresponsible'," Ceres explained, rolling her eyes. "Something about 'a device as extraordinary as the Omnitrix was never meant to be wielded by an unpredictable and immature child.' Just saying that made me feel gross."

"I'm only one of those things," Ben pouted. "And being unpredictable is a part of my charm."

Weiss rolled her eyes. "Nevertheless, from what I've seen, Ben's responsible with his powers. He's renowned across the entire galaxy for his heroics. Why does Servantis only see the worst?"

"...probably 'cause of me," Kevin sighed heavily, looking at his wrist. "He thinks because of this thing on my wrist, Ben's dangerous. _Especially_ because I acted as a violent antihero when I first started out."

"Oh, right, the AntiTrix," Yang said quietly.

"To be fair, it was more of a 'me' problem than a 'Ben' problem," Kevin admitted.

"And I'm guessing some guilt tripping for Vilgax?" Ruby mused.

"You fuckin' know it," Ben huffed. "Funny how he forgets to mention Vilgax's lackey, a known _criminal_ , tortured Kevin."

"People see and hear what they want to," Blake sighed.

"Given my experience with news on this planet, that is a _very_ true, _very_ sad statement," Rook said tiredly.

"Gossiping, are we?" Without a second thought, the group drew their weapons. Servantis slowly walked down the stairs, Swift and Leander following behind him.

" _Servantis,"_ Ceres snarled.

"Oh, please, drop the formalities. We know what you really want to call me," Servantis said cooly.

"Alright, then. _**Bitch."**_

He frowned. "I don't know what I expected."

"It really shows, doesn't it?" Ben chirped, grinning.

"True, true," Servantis chuckled. "But then again..." He snapped his fingers, and numerous armed Plumbers popped out of the tunnels and aimed their weapons at them. "You should've seen this coming. Resistance is futile."

"So is saying 'resistance is futile!'" Ben shot back as he slapped down the Omnitrix. Big Chill easily took his place.

"SEIZE THEM!" Servantis yelled.

"Geez, rolling out the cliche lines today," Kevin quipped, slapping down his AntiTrix and transforming into Blink 182. His eye stalks extended as they fired out a flurry of lasers, scattering the carefully assembled squadrons.

From then on, it was a messy, blurry battle; Ruby made some deep cuts with her scythe, Weiss threw out a slew of thrusts with her rapier, Blake's blade cracked through armor with ease, Yang's fists smashed into peoples faces, Ceres's flames caused severe burns, Rook's arsenal of weaponry blew threw their enemies, and Ben's chilling form caused some serious frostbite on unsuspecting victims.

The normal strike squadron was out of play in a matter of seconds.

"Well, that was disappointing," Ben sighed as he looked over at Servantis. "Now it's just 9 on 3. So, what'll it b-" Ben's eyes suddenly locked onto Swift's hand. She held what looked like a syringe, a glowing red liquid inside of it. Actually, she had two of them. She handed one to Servantis.

"Uh, whatcha got there?" Ruby gasped.

"A little pick me up." Swift grinned as she jammed the needle into her arm. Instantly, her form began to change; her skin became a vivid red as she sprouted yellow horns. Her eyes became pure red, and a tail sprouted out of her tailbone. Everyone cringed as they could hear the cracking of her bones and her screams as she mutated.

"What the actual fuck are you doing to yourself!?" Ceres yelled, voice unhinged.

"Giving ourselves an advantage," Servantis crowed as Swift caught her breath. "If Tennyson can transform, so can we."

"So, because I use a device responsibly," Ben countered, "you can use a dangerous drug to take me down?"

Servantis glared at him. Without a word, without a second thought, he jammed the needle into his arm and powered through the intense pain. A scar appeared right down the center of his face, and his head split open like a flower, revealing his brain for all to see. Weiss nearly fainted from the sight, but Kylie caught her before she could hit the ground.

"Yes," Servantis said sibilantly, his face putting itself back together. "We most certainly can." Swift's eyes suddenly lit up as she fired a barrage of lasers from her eyes and tail. The group split up, sans Ben, who just phased through the lasers with his intangibility. Servantis frowned as he walked away.

"HEY!" Ben yelled. "GET BACK HERE!" He flew after Servantis, briefly freezing Swift's right side and Leander's left side.

Swift thawed herself quickly, using her laser blasts to remove the ice off of her and attack once more, while the ice just seemed to melt off of Leander without a second thought. He didn't do much else besides watch the shoot out. Kylie threw out a quick smoke grenade, blinding the area in a purple fog. Her hazing ability was coming especially in handy today.

"She is having far too much fun with that Aerophibian DNA," Rook growled as he swapped to his weapon to his shield mode.

"Yeah, lucky bastards get optic _and_ tail blasts." Ceres frowned in thought. "And they're fast, too. He chose some good samples for his lackeys."

"You're telling me," Kevin said as he unleashed a powerful optic blast that clashed with Swift's own. The two lasers collided and exploded in a flash of red light, blowing everyone back. Smoke filled the air as Swift walked away, satisfied with her victory.

BANG. Swift reacted to the gunshot quick enough; she boosted herself into the air and produced her patagia, soaring through the air. Ruby and Ceres rushed out of the smoke, throwing fireballs and shooting bullets at her. Swift dodged the blasts with ease, which visibly annoyed both girls.

Swift grinned, before her eyes caught a glimpse of something. The ice queen and the blonde brawler...what were they doing? Weiss's blade was stuck in the ground, and ice was spreading everywhere. Yang's fist lit up and she slammed her fist down at the epicenter of the ice, causing it to evaporate immediately and create a thick fog.

Swift hovered in the air, determined to find the group, but Ruby made the first move; she burst from out of the smoke and slashed at Swift, but to no avail-

"CHECKMATE!"

Blake and Weiss jumped past Ruby, who landed on the ground. Weiss fired off a few ice crystals as Blake threw her ribbon at Swift. The agent was able to avoid the projectiles but not the ribbon. Weiss propelled herself off a glyph and swiped her blade at Swift, slashing her right in her arm. She yelled as the three fell to the ground.

Blake quickly retracted her ribbon, and Ceres and Yang stepped up.

Well, more like Yang stepped up. She didn't waste a second, punching at Swift and releasing fiery shotgun blasts. To her shock, Leander jumped in front of them and tanked it all, not even reacting. Yang huffed and blew a single strand of hair out of her eyesight; she then launched herself at Leader, who simply caught her fist and threw her into a building.

"MISS XIAO LONG!" Rook yelled as he came out of the subway.

"Ah, don't worry about her," Kylie said, patting Rook on the back. "She can take it."

"How can that be?" he asked, concerned.

"With each hit she gets stronger, and she uses that energy to fight back!" Ruby chimed in. "That's what makes her special."

Yang slowly got back on her feet, hair burning a brilliant white as she clenched her fists. Sensing victory, Leander threw a punch, but Yang caught it in her own hand, the ground cracking beneath her. With her eyes literally red with rage, she smashed her knuckles into Leander's stupid helmet, knocking him back into a building.

"Leander!" Swift yelled, just as Ceres and Kevin overwhelmed her with their firepower. Swift quickly dodged and she looked around.

Ceres smirked. "What, afraid the future generation is kicking your ass?"

Swift grit her teeth. "HOPE!" she cried out, and suddenly she was enveloped in pink light. "I'll be seeing you around," She said with a grin. And in a flash, she was gone.

Everyone blinked.

"Um," Rook said. "What just happened?"

Ben chased Servantis to another train platform. He tried freezing him a few times, but they all turned out to be were mental clones. Ben had no idea which one was real, but he knew for a fact Servantis would be down here.

"Alright, you bastard," Ben hissed, cloaking himself. "I know you're here. Show yourself."

And Servantis did. He stepped out from a pillar, and Ben immediately threw a hefty ice spear at him. However, the spear passed right through him and shattered on the ground. Ben growled as the clone disappeared.

"You lack concentration, Tennyson," Servantis taunted as he appeared from behind. Ben turned to punch him, but Servantis caught the fist. Ben immediately phased through it, and then through him, but to his shock, it was another illusion.

"Your overconfidence will destroy us all," Servantis mocked as a few clones assembled around him. Ben hissed as the howl of a fiercely cold wind filled the room. Ice spread from underneath his feet, and icicles shot out of the ground, spearing the Servantis clones in the chest, but again the ice passed right through him.

The real Servantis jumped down from the ceiling and produced a taser from his armor. He jabbed it into Ben's neck, who fell to the ground screaming in pain. The Omnitrix beeped, and Ben's form changed to the more durable Fourarms.

Fourarms grabbed Servantis off of his back and threw him at a wall. The bastard slammed against the wall with a mighty THUD and fell to the ground. And yet he stood up and observed Ben's form. "A Tetramand," he scoffed, amused. "So that's the form you're going to use against me, huh?"

"And lemme guess," Ben snapped, cracking his neck. "You're gonna continue to mess with my brain, just like you did with those Plumbers."

"Not exactly," Servantis said, walking around the room. "I didn't gain the ability to manipulate minds. It would've been easier to convince people that you were a threat. Instead..." Servantis walked behind a pillar, but didn't reappear around the other side. Ben paused and rubbed his eyes. _Did he teleport or something?_

"Rather," Servantis's voice popped up from behind Ben, "I control the truth." He turned around and punched someone in the face. The person screamed as they fell back. Ben walked over...to see Ruby clutching her face, sobbing loudly.

"Ruby!" Ben gasped as he ran to her side. "Oh my god, oh my god, I'm so sorry! I thought..."

Ruby lowered her hands to reveal black void like eyes and a distorted jaw. She screeched and lunged at him, snapping her jaw like a savage animal. Ben yelled as he threw Ruby off of him, and suddenly, the world around him changed.

Ben recognized the place; it was the upper level of Max's diner. A few casual customers were there, eating and chatting amongst themselves. None of them seemed to notice Ben standing there, in an alien form no less.

"You told _everyone_ you were just a kid," Servantis taunted. Ben turned around to see him sitting at a booth in the back.

"Just a naive little brat who had the most powerful device in the world." His voice came from across the restaurant. Ben whipped his head around to see another Servantis standing up and walking over to him.

"T-this isn't real," Ben told himself.

"I don't think you know what's real anymore, Tennyson!" Servantis screamed. He and his duplicate grabbed ahold Ben, tearing off his clothes _and flesh like a ribbon..._ "You are just a scared little kid in an overgrown costume, playing hero because he told himself too!"

The two walked away, and Ben weakly stood up; he caught a glimpse of himself in the reflection of a mirror. He looked like he did at 10 years old, right down to the outfit and features. But something else caught his attention; Ben was now standing in the forest where the Omnitrix had landed. Servantis was nowhere to be seen, which scared him even more.

"Do you really think fate chose you to be the true user of the Omnitrix?" Servantis's voice boomed from the sky. Ben looked up to see a series of meteorites flying towards the Earth. He tried to run, but his legs just wouldn't let him; the meteorites crashed down to the Earth, shaking the ground with each hit.

Ben panted as he started to hear something coming up behind him. Ben turned to see a tall figure approaching him, with lanky limbs and...a burning head-

 _Oh no._

The Heatblast monster screeched, throwing fireballs everywhere. Ben quickly dodged them, his legs finally allowing him to run again. He ran through the forest as the monster chased after him, and Ben could see he wasn't alone. More of his aliens joined in hunting down Ben, and each one looked even more monstrous from the last.

A bat like Echo Echo and a "Rodan" looking Astrodactyl tried to grab him, but he quickly shoved the two forms off of him. A porcupine-like Diamondhead and spider-like Eatle tried to ram Ben into a pile of dirt, but again he dodged them with ease. The next one was strange even by his standards; a horrifying fusion between Upgrade and Water Hazard stormed after him. It looked like Upgrade had taken on a more "Venom"-like persona, and the way he screeched sent shivers down Ben's spine. Ben quickly climbed up a tree as the fusion shot pure acid from its hands, barely missing him.

Ben took a few seconds to catch his breath; this was truly his worst nightmare. _What the hell did Servantis mean by "I control the truth"?_ Ben thought, _None of this has to do with a truth of any sorts._ But Ben wouldn't get an answer.

Because the tree he was resting on opened its single pink pupil. Ben gasped as the tree started to grab at him. He backed away as the tree started to lose more of its plant-like qualities and transform into a Kaiju sized Ghostfreak, with the snarling faces of all of Ben's aliens trapped underneath its skin.

"YOU ARE AN ABSOLUTE IDIOT IF YOU CALL YOURSELF A HERO! YOU RUIN LIVES AND TERRIFY EVERYONE!" Servantis shouted.

The monstrous Heatblast jumped down, its flames devolving into a dangerous blue color. It winded its fist back and struck Ben in the chest, sending him flying through the air and into the cosmos. Ben screamed, but no one could hear him.

"YOU COULD'VE HELPED VILGAX. YOU COULD'VE LEFT KEVIN ALONE," Servantis yelled as the galaxy around Ben started to attack him. "YOU DO MORE HARM THAN GOOD, TENNYSON!"

And Ben landed on the ground with a thud.

"Maybe if you were a better hero," Servantis snarled, "Maxwell Tennyson would still be alive." Ben sat up, surveying the area. The moon overhead illuminated the tombstones around him. All of them had the same name on it: Max Tennyson.

A hand shot up from all of the graves, as thousands and thousands of zombie Max's tore themselves out of the ground. Ben screamed as he ran into the night, the undead army chasing after him. Ben didn't want to look back; he wasn't sure if it was because he was scared, or if he wanted to be free of this hell, …or if he was just too scared to see how Servantis made Max look.

The ground underneath Ben gave out, and he fell into a sea of black. The sky above him was red, the moon shattered into pieces. Ben fell into a lake and watched as the lights faded-

And watched in silent horror as the face of a woman suddenly appeared in front of him. It was that same woman that appeared from out of that necklace when he was 10...and she looked more horrifying than ever before. She glared at Ben, her mouth unhinging so she could _**scream.**_ Ben closed his eyes, and suddenly-

He was on the ground, back where Servantis had started with him. Ben weakly got up to his knees, body quivering. Servantis just stared at him curiously...

The boy was _mutating_. He was a mishmash of alien parts that were all struggling and screaming to gain coherency. Servantis remembered reading a file on Kevin going through the same thing.

"Seems I was correct after all," Servantis said smugly. "Get you all riled up and you lose control of your aliens. Such a device should not be in the hands of a child."

"You... _BASTARD-"_ Ben screamed, but he didn't get a chance to finish. A train rammed into him, and Servantis watched with a blank expression.

"All according to plan," he said to himself, walking away.


	38. Our Way

5 years ago, we lost someone very important. His name was Monty Oum. He was the creator, director, writer, animator, and a voice actor of RWBY. On January 22nd, 2015, Monty was hospitalized following a severe allergic reaction during a routine medical procedure, rendering him comatose. Monty was unable to awaken from the coma, and he passed away on February 1st, 2015, at the age of 33. ...it's funny, honestly A few years ago, I saw this post on Tumblr, about the Monty Oum project. It was basically...the idea of starting something new, just for you. For a while, I thought "I could never participate in this." And...here I am. I have my own crew, a modest fanbase, and...probably the best years of my life, working on this thing. Rest in peace, Monyreak Oum.

Thank you for reading Season 3. I'll be doing a Q&A session on my Spacebattles fourm, so if you want to ask me some questions, I'll happily answer. We'll see you in the Summer.

* * *

Ben shot up in a cold sweat; the last thing he remembered was Servantis' evil smile and a train smashing into him. Was that fake too? Or had he been he lulled into a false sense of hope?

...where was he, actually? That was Ben's third and utmost important question. He was lying in a soft bed, inside what appeared to be a log cabin...and with a raccoon looking carefully at him from a nearby chair.

"Um, hi?" Ben said, confused. The animal's nose twitched before it hopped down from the chair and scurried out the door. Ben blinked and wondered if he was still dreaming.

Or, even worse, in one of Servantis' illusions. Everything he went through felt real. The monsters, the screams, the sensations...each image was seared into his mind, vivid and realistic. It was like a nightmare he couldn't forget.

"Ben?"

His eyes darted to the door. He saw Ruby standing in the doorway, wearing cut-off jean shorts and a red raglan T-shirt. A cute corgi was nestled in her arms.

"Hold on," Ben said shakily, putting out a hand.

"Eh?"

"I-I know this sounds stupid, but I need to know you're really Ruby," Ben said. "Say something only Ruby would-"

"You slept with a teddy bear named Freddy until the sixth grade."

"Furry Freddy had his own bed! It just happened to be next to mine!" Ben paused. "Yeah, ok, you're real."

"What happened to you, dude?" Ruby asked as she walked over. She set the corgi on the bed, the animal immediately jumping into Ben's lap. He gave her an odd look. "Felt you needed a support animal," she explained.

"Why's that?"

"Well, when we found you, you...well, you were... _mutating_ ," Ruby said, wincing.

"What?"

"It was _weird_. You were constantly changing forms, not in like the 'jumping' kind of way, but in the 'I can't control my powers' kind of way. It was _scary_. When we tried to approach you, you kept shrinking in on yourself… what happened?"

Ben took a deep breath and... unloaded _everything_ that happened. All his emotions, all his anger, all of his _pain_...how Servantis weaponized everything he loved and how weak and powerless he felt in those moments...

"Sometimes," Ben admitted, "I just don't feel worthy of the Omnitrix, you know? I know I'm just a kid, but I feel like I'm not living up to my potential with this thing...What kind of a 'hero' am I?"

Ruby sighed and put a hand on his shoulder. "I'm genuinely horrified you had to go through that, Ben. Honestly, I...don't really know what to say. We've all lost something, and I've seen what loss can do to people. But if we gave up every time we lost something or someone, then we'd never be able to move forward."

"I guess you're right," Ben said, rubbing the corgi's head.

The two of them sat in silence for a few seconds.

Emphasis on seconds.

"RUBY! THE RACCOONS ARE IN MY ROOM AGAIN!" Weiss shrieked from down the hall.

"FEND FOR YOURSELF! I'M BUSY!" Ruby yelled back.

"Oh, yeah, I've been wondering...where am I?" Ben asked.

"Oh, just my house. Dr. Lloyd gave Ceres _a lot_ teleporters just in case something happened, and she secretly put one on you- that's how you survived the train, by the way, it activated at the last second. We used a bunch more to teleport to Oregon- the teleporters are basically a one-way ticket, since Ceres and Dr. Lloyd haven't figured out how to make teleportation two-way yet. Anyway, Dad's gone for the weekend, so we decided to set up base here. Servantis doesn't have records on my dad...I think." Ruby paused. "Suddenly I'm worried this was a bad idea."

"Uh huh...and what's with all the raccoons?" Ben raised an eyebrow.

Ruby shrugged. "They were always here and my dad just kinda said 'eh, they're cool'. They're like pets to us."

The dog in Ben's lap briefly stopped panting.

"Oops, sorry Zwei. You're still number one in my heart," Ruby gushed, petting her dog's head.

"Fair enough." Ben shrugged and hopped out of bed, Zwei in his arms.

Ruby's childhood home was a wooden cabin, a ten minute walk away from a dirt road, which itself was a half hour drive from the nearest town. Power generated by solar panels and a discrete Dust fuelled machine, water stored in large barrels, probably filtered with some Huntsman device, and chilled or heated by another. A pair of antenna, one attached to the house, and another lumped in with the already mentioned electronics, made up the bulk of the outside communication.

Still, despite it lacking everything Ben could consider necessary for it to be habitable, it was…cosy, warm even. The house simply emitted this energy of safety.

Ben felt at ease, like the weight of the universe, the Omnitrix, Grimm, the planet, were all secondary.

Especially with everything Servantis had put him through recently.

He took a deep breath, taking in the scent of the forest, pine needles, and rotting leaves in the wind. It reminded him of a campground; all that was missing was the oily smell of an old RV, woodsmoke, and s'mores. A faint scratching noise came and went, which he really hoped wasn't the raccoons.

A petal danced by his face, a faded red, and drew his gaze to a clearing beside the cabin. Through the trees he could see another building, some barn or garage; he could almost imagine a younger Yang working on her bike.

A raised, square portion of cut stone rested on the riverbank. It had a large emblem engraved on it, and Ben recognized it from many of Ruby's belongings: a brilliant rose-like design, coupled with an inscription:

Summer Rose

Thus Kindly I Scatter

Ben blinked. He didn't know she was this close to home.

"Hi, Mrs Rose," he began. "I'm Ben, a friend of Ruby's." It always felt weird talking to a gravestone, but Grandpa had always taught him to be respectful. Ruby herself had spoken very briefly of her mother over the years; it had always been a sore spot.

"Nice place. It reminds me of all the campgrounds my grandpa used to take me," he complimented. "I met Ruby like that. My grandpa picked me up for summer break, and I half expected my cousin in the back of the RV… except no, it was her. Wildest summer of my life."

A bark shook him from his thoughts, and he turned to see Zwei chasing a raccoon through the yard.

"Zwei! _Zwei!"_ Ruby's voice called through the forest, and her red cloak emerged from the trees. She found the dog first, scooping it up in her arms, and then spotted Ben nearby. "Oh, hey..."

"Hey." He put on a light, lopsided smirk, mainly at the squirming pet, but it couldn't hurt to put Ruby at ease. "She's got a nice place here. Very peaceful."

She smiled softly. "Yeah, she picked it specifically. I…I remember there being something here before, commemorating their marriage. She loved this spot, took me here a lot."

"So, should I call her Mrs. Rose-Xiao-Long?"

"Uhh, no, she'd probably just tell you to call her 'Summer', or… 'Mom'."

The two shared a laugh.

"This is hers." She rubbed her cape through her fingers. "It's… I admit, I haven't really taken good care of it. But I wear it 'cause it's like she's always here, protecting me."

And so they sat a while, taking in the sights, sounds, and smells. The water flowing, the leaves rustling, the distinct aroma of meat cooking. Zwei fidgeted in Ruby's arms. "Alright, someone's hungry."

Ben's stomach, as subtle as it ever was, rumbled. Ruby swore she saw the water ripple.

"Not the only one," he sheepishly admitted.

Calm, safe…home. Across the stream, a rose petal danced in the wind, shimmering in the summer light.

Lunch was quiet, Ben noted. He figured it was because they were still trying to figure out what to do next.

"He controls the Plumbers," Ceres pointed out grimly. "He controls the truth of what's really going on."

"Knowing him, he's already planned out an entire sob story and more proof about how we're 'dangerous'," Ruby added, heavily rolling her eyes.

"Mind if I butt in real quick?" Kylie asked.

"Floor's all yours," Ceres said, gesturing idly at her.

"What I can't figure out is, how did Servantis fake that footage of Ben? Y'know, the beatdowns and such?" Kylie asked. "Like, he obviously _didn't_ do it. Ben doesn't really fly off the handle like that."

"Hey, " Ben pouted.

"I meant that in a good way, you dingus," Kylie said, whacking his hand with her spoon.

Someone cleared his throat. "I feel I can answer that question." Everybody turned to the door to see Albedo, standing in the doorway.

"Oh, hey, it's the centrist dude," Kevin said casually.

"Albedo?" Ben stood up from his seat.

"Yeah, that's his name," Kevin said, going back to his sirloin steak and potatoes.

"What are you doing here?" Yang said, on edge. "How did you find us?"

"And are you really gonna fight us at a time like this?" Weiss said, swatting away some raccoons.

"This was the first place you would hide at," Albedo explained. "I managed to convince Servantis that 'there's no way they are dumb enough to go there' and he bought it. You're welcome, by the way. Also, I brought a guest." Albedo pointed at the table to reveal a Galvan, standing between all the dishes, like he'd been there this whole time. Ben and Ruby thought he was familiar-

"Hey, you're that guy from Grandpa Max's memorial service!" Ruby gasped.

"How can he help, exactly?" Ben said, frowning. "He just gave us some generic wisdom that I don't even remember."

The Galvan chuckled. "Is that how the wielder of my device _really_ talks? I expected something more...valiant."

Everybody stared at the Galvan incredulously.

"Wait, _your_ device?" Blake repeated.

"Yes, my device. For someone with two sets of ears, you don't seem to listen carefully," the Galvan chided.

"Wait, so, you're telling me that-" Ruby sputtered.

"Yes, I am Azmuth, the creator of the Omnitrix," Azmuth told her. "The greatest mind in three galaxies."

"Arguably five," Albedo added.

"Yes, but I'd like to remain humble," Azmuth brushed off the comment. Azmuth walked over to Ben and extended his arm. Ben awkwardly lifted his hand and lightly shook the Galvan's tiny hand. "My apologies for not meeting with you sooner, Ben Tennyson. I was preoccupied with a certain event transpiring on the moon of Galvan Prime."

"What happened there?" Ceres asked curiously.

"A long story, but I can confirm it has a happy ending," Azmuth said quickly.

"I...I don't know what to say," Ben said, starstruck.

"What, when you pictured the creator of the Omnitrix, did you imagine some omnipotent alien that packed the wonders and horrors of the cosmos into one tiny device?" the Galvan asked.

"...maybe."

"Quite the imagination, then," Azmuth chuckled.

"So, what are you even doing here?" Rook asked.

"I brought my master here to help you all," Albedo responded. "I feel responsible for what's happened."

Kevin raised an eyebrow. "What do you mean by that?"

"I'm the one responsible for most of the footage Servantis used," Albedo admitted. "My vigilance has caused your downfall, and the guilt is a heavy weight."

"Wait, why are you telling us all this?" Rook asked, confused.

"Yeah, I thought you were, like, perpetually neutral," Kevin said, brow furrowing.

"Just because low resolution thinkers believe that centrism means you're in the middle on every topic, doesn't mean I won't take a stand on polarizing issues," Albedo began. "Opposing figures never speak directly against each others axioms or data, but rather talk at orthogonal angles to one another. They utilize rhetoric to circumscribe the relevance of a data point and expand the envelope of debate to include areas where the opponent's position is weak or does not apply. The centrist position isn't an argument, it's just a metaxical locale that serves mostly as a meeting place."

"...I see," Ben said, pretending to get that entire blurb of text.

"As expected of my student," Azmuth said, smiling fondly.

"Anyways, I must attend to other matters at hand," Albedo said quickly, heading towards the door.

"Hey, Albedo," Ben called.

He paused and turned around. "Yes?"

"...thank you," Ben said sincerely.

Albedo nodded, and walked out the door.

"So, about Servantis...what do we do?" Blake asked, getting back to the matter at hand.

"Quite the flawed mind on that one," Azmuth said, rubbing his chin. "One of the most important changes that can happen in your life is understanding that you are not a 'victim' of a chaotic universe that puts these 'desires' on you, but that, in reality, you are the locus of all you see and that you can transform the world into whatever you want it to be. His need to be validated by others has tarnished this idea from ever coming through."

"So, he's essentially projecting his flaws and pain onto Ben," Kylie said.

"Essentially, yes." Azmuth nodded. "His efforts pushed him too far."

Ben smiled. "And I think I might have an idea on how we can weaponize that pride of his."

Picture yourself as a Plumber for a few minutes. You've just found out the most powerful person on your base has gone rogue following the death of his grandfather, the leader of said base, and now another superior officer is telling you to continuously scan the city for this guy.

Said superior officer has hated the kid since he first joined, but adored the grandfather ever since he joined the Plumbers. Many a times you recall seeing the superior officer chew out the kid and his team for minor infractions, and honestly, you don't get it. Yes, this is the space army, but he's still just a kid-

Suddenly, the alarms go off. The kid's been spotted in one of the underground cargo transports, with all his other friends. Superior officer barks for you to go capture him. You and your crew suit up, but to be honest, you're not sure why you're even doing this.

The kid isn't too bad. He's kind of a goof, a bit of a flirt around that girl with the silver eyes that's been around recently, but still, you cannot think of any reason why this kid would go rogue.

You hop out of your transport, and aim your weapon at this kid and his team. They carefully eye all of you, and turn to one and other. They all look pretty upset to have to fight you too.

There's two quick flashes; one green, one red. The red flash suddenly charges through the crowd, shoving others out of the way and knocking over your transports. You think it's a Tetramand, but it looks off- purple skin, unkempt hair, and six arms. It looks almost alien for an alien.

The green flash disappears in a blur of blue, and before you know it, it's chaos; blue flames, ice crystals, energy bullets and _actual_ bullets fly across the battlefield, and you duck and cover. Your fellow soldiers are taken out in a few seconds, and you're cowering in fear. It doesn't even feel like a warzone. It almost feels like pest control.

And then, it's over. You open your eyes to see a Kineceleran standing right before you. It's the kid, and he looks sad and guilty to have done all of this.

"Hey, you," he says, and you flinch. You notice he softens his tone. "Where's Servantis?"

"H-he's in his office," you sputter.

"That's all I needed to hear," And then he speeds off. The others are gone as well, and you're left in the wreck.

You start to wonder if you were lied to. You're a man against fire, presented with two options; (A) possible punishment for not fighting against the threat, vs. (b) forgetting the whole thing happened and continuing your service to the Plumbers. Under his command.

You wish that you hadn't been lied to by that recruiter.

"You know, you guys are kind of insane, coming back here," Ari huffed. "Especially when Servantis's personality is 'paranoia on crack'."

"Well, is Lev doing his part?" Ceres asked, raising an eyebrow.

"Of course, I'm just praising you," Ari said cheekily.

She grinned. "I thought you would."

The plan was simple; divide and conquer. Ben would take on Servantis, and Ruby and Ceres would lead a small squad to clear the paths and keep the chaos to a minimum.

"So far so good," Kevin reported as they turned the corner...only to see someone in the way.

Leander was standing in the corridor, arms crossed and eyes locked onto the quartet's line of sight. Kevin and Yang grimaced as they reached for their weapons. But Ceres noticed there was something off about the operative's calm stance. Sure, he was always calm and collected, but today he radiated a particular threatening energy.

"Well, if it isn't Proctor's tin soldier," Kevin taunted, cracking his knuckles.

"Let's see how cheese grater face likes getting his mask punched in!" Yang grinned, and the two ran at Leander.

Ceres was about to follow suit when her communicator buzzed. She grabbed it and noticed there was an alert about their surroundings. Ari peered over her shoulder.

"What's up? Update from the team?" She asked, but Ceres didn't respond.

"Guys! Hold on! There's-!" Ceres called out, but it was too late. Leander shot out a powerful orange blast from his faceplate at the two, and Kevin immediately jumped in front of Yang and transformed.

Kevin tanked and absorbed the blast, converting it into his own form of rainbow energy. "Jeez, that was hot," Kevin said, feeling his chest. "What the hell...was..." He looked up to see that Leander's mask had melted, and his face was finally visible...and it wasn't pretty.

He had nothing going for him; no eye color, no hair, no distinct facial features. Just bright, orange skin...and a black skeleton appearing under his skin like an x-ray.

"Cool?" Yang said hesitantly.

"Not cool," Ceres groused as she handed Yang something. "Put it on your chest. It'll protect you."

"From what?" Yang asked, looking down at the strange emblem.

"Radiation," Ari said ever so casually.

"...ah." Yang quickly placed it on her chest. A light field covered her body, shielding her from any possible radiation. "So, what's up with buckethead?"

"Drug gave him some Prypiatosian DNA. They're some of the most hazardous aliens in the cosmos," Ceres explained. "Whenever Ben uses his sample, we have to stay away or at least wear these things."

"So, what now?"

"Easy," Kevin said, his hands lighting up. "Dish out what he threw out!" He sent out a powerful blast of energy that hit Leander square in the face, but the man did not even budge or flinch...or react, period.

Leander fired back another blast, which Kevin absorbed. He fired back the blast, which Leander absorbed. And that went back and forth for too damn long, if you ask anyone present.

"Boooo!" Yang yelled, totally bored. "Somebody punch someone!"

Even Leander found this tedious. So, the second he absorbed Kevin's latest blow, he did something new. He knelt down and created a pin in the ground. Everyone froze.

"Um," Kevin said, turning back towards Ceres. "Since he's Mr. Nuclear now, what's the chance his bomb ability got a massive buff?"

"100%," Ceres answered, horrified.

Leander gave them all a blank stare, as he dared not move his finger from the pin. Kevin inched forward, and Leander pulled up in the pin ever so slightly. Everyone gasped, and Kevin stepped back.

"So, now what?" Ari said, scared.

"I...I don't know," Ceres said quietly, actually lost for words.

"I could...I could absorb the bomb," Kevin suggested, looking for an idea. "I could rush up and the second he pulls that pin, I'll absorb the entire blow-"

"Are you crazy?!" Yang yelled. "That could kill you!"

"And judging by how fast that thing could blow up," Ceres said, eyes wide, "it's likely you'd be dead before you even got there." For the first time in a very long time, Ceres was at a loss of ideas. Should Leander remove that pin, everyone in the base, everyone in Bellwood...they'd be _dead_.

Well, except for Ben. That kid could survive falling back into the atmosphere as Cannonbolt, surely he could-

 _ **Wait.**_

Ceres walked up so she was in front of Kevin, giving Leander a sinister smile. The trio behind her nearly lost it, and Leander slowly lifted the pin up another inch.

"Well? Pull it," Ceres jeered. "Your funeral."

Leander paused and looked up. Ceres couldn't read his reaction, but she could tell he was confused.

"I'll repeat. Your funeral," Ceres said, sneering. "There's a good chance you'll survive that blast thanks to your new durable form. Congrats on that. We'll certainly die since we're so close to the bomb, and so will everyone at this base and town. Oh, and the leader you swore to protect. You win there. You'll probably get arrested by the Plumbers afterwards, most likely get a lifetime in prison. So? Pull it."

Leander shrugged and went to pull it again.

"If you want to die painfully, that is."

Leander paused once more.

"You know who would survive the blast? Ben Tennyson," Ceres enunciated. "And here's some advice- _don't_ get that kid angry. He would kill you before the Plumbers even got here. You saw how he reacted when his grandpa died. How's he gonna react when he sees his parents, his friends, and his whole town all gone, all because you decided to pull that pin? Those lackeys Roman had were lucky because they just got some stuff shoved into them, but you?"

Leander visibly trembled.

"I can't imagine what torture he'd put you through. So, what do you value more; living a longer life, or meeting your end within the next few seconds?" Ceres finished.

"...I WANNA LIVE, DAMN IT!" Leander yelled, making the pin disappear.

Ruby knew the second she saw that smug bitch's face near the communication's room, something was about to _go down._

"Back already?" Swift sneered. "I expected you to stay in your hole for at least a while longer."

"I wouldn't say that," Ruby said, distracted. She eyed the door that led into the communication hub- she needed to get in there for the plan to work.

"I'm surprised you got through all of the special staff I ordered to stop you brats," Swift continued.

"Special?" Weiss scoffed. "What made them so special?"

"They were mostly filler," Rook said unashamedly. "Most of them took one hit and either went down or just retreated."

"Yeah, deal a better hand next time, mantabitch," Kylie spat.

"Oh, I know," Swift said, smirking. She leapt up in the air, revealing her patagia. "I was hoping that would make you feel superior. Let's see how you handle a pro!" She released a flurry of lasers from her tail, making the group on the ground scattered. Kylie jumped to the side and fired bullets from her pistol. Swift dodged them with ease, swooping at the girl-

"Hyah!" Weiss plunged her rapier into the ground, and spikes of ice erupted. Swift evaded the attack before it could touch her, and turned turned her attention towards the defenseless heiress. She darted towards her, and Weiss didn't even bat an eye. Swift thought such resolve was pointless...until Ruby's blunt weapon clubbed her in the face. Swift was sent flying into a wall, and was then promptly trapped underneath Rook's Proto-net.

"You were saying?" Rook taunted smugly.

Swift's eyes suddenly lit up; she unleashed a powerful concussive blast that hit Ruby dead in the chest. She managed to block most of the blast with her aura, but she was still sent flying back into a wall. Swift freed herself and flew back into the air.

"Oh, so it's gonna be like that?!" Ruby huffed, brushing herself off.

"Awwww, little brat upset that a grown woman has more power?~" Swift jeered.

"...Kylie?"

"Yeah?"

"Hold my fucking weapon." Ruby palmed her Crescent Rose into Kylie's arms, and started to jump up and down in place.

"I have questions about this," Rook stated flatly.

"Trust me," Ruby said. "This bitch is _asking_ for it." She was still hopping in place.

Swift watched Ruby carefully, before bursting out laughing. "What is this? Some kind of temper tantrum?"

Ruby just kept hopping.

"I don't even know what you expect to accomplish?" Swift taunted. "Did you really think-"

Ruby disappeared in a flash of red-

And delivered an axe kick that sent Swift falling towards the ground. The good guys' jaws simultaneously dropped as Ruby landed on the floor, facing a dazed Swift.

"Thanks for wrecking the place." Ruby grinned. "Really helps with what's coming up next!" She used her Semblance to dash through the room, causing all the debris, all the scattered dust, just about everything that wasn't strapped to the ground to follow her through the tornado she had just created. Ruby transformed into a burst of rose petals that barely missed Swift; the bitch was slammed against the wall, stabbed with the razor sharp rose petals-

And crushed underneath a ton of debris. Ruby easily flipped through the air, not a speck of dust on her.

"That...was the fucking coolest thing I've ever seen her do," Kylie said in awe.

And then Ruby landed flat on her face.

Ben could go off on a tangent about how much he hated Servantis. He had saved up every hurt feeling, every thought about how much he wanted to hurt Servantis, and now, when the bastard was standing before him-

Ben had no doubt that Servantis was going to get everything that was coming to him.

"Oh? So you're back," Servantis scoffed as he stood up from his desk. "Come to turn yourself in?"

"I'm taking you down, asshole," Ben stated flatly. "Your associate let me in on the footage tidbit."

"Oh, did he now?" Servantis grinned, snapping his fingers. The world around Ben started to change, but Ben simply closed his eyes. He reached for the Omnitrix and transformed into Blitzwolfer.

"Oh? Still going to attempt to fight me?" Servantis laughed as he caused the illusion to warp and morph. Ben stood perfectly still as he waited for the perfect moment to strike.

"What's wrong, hero?" Servantis smirked as reality around him began to melt. "Are you scared? I know more about you than you do..." He suddenly disappeared. "I know far more precisely than you how many you've harmed. How many bad situations you've made worse." Ben immediately knew who he was talking about. He was sick and tired of hearing it.

Ben could feel his skin boil...literally, his skin was starting to mutate wildly. Arms and heads started popping out of his body. Ben took a deep breath and closed his eyes. He was scared out of his mind, but refused to let it show.

"Be honest," Ben said. "Did you set my grandpa up?"

"It was for the cause," Servantis said. "As cruel as it was, it was the only way I could really use the limelight in my favor. That footage of Albedo wouldn't see the light of day if Max was still around."

"Is that so?" Ben mused, trying to resist the ongoing mutations.

"As sad as it was, Max's death was necessary for her plans. I wanted to bring you to your lowest, so it would make you easier to get rid of," Servantis went on. "Besides that, it was more for humiliation. This is the world's greatest hero, the man who could've helped Vilgax but turned his back."

"Really now?" Ben said, feigning interest. The mutations started to die down...

"Yes. There was no effort to educate you, to immerse you. We all had to hope that the skills you have were enough," Servantis added. Ben refused to let his words affect him. "With your powers, you don't grow. You don't improve. You take a shortcut and gain nothing. Nothing in your life was risked-" Ben bawled up his fists. "And nothing was gained. It's sad that you don't know the difference-"

A deafening crack of thunder filled the room as Ben smashed Servantis' face in. Not an illusion. _The real one._

Servantis backed away as reality returned to normal. "What the hell? How did you-!"

"You can fool _most_ of my senses with your powers, right?" The now not mutating Ben asked, cracking his fists. "I remembered something yesterday- even with the pain I was going through, I could still smell the exhaust and the dust that was in that subway station. So I decided to cheat. Although, I'd say that's the least of your worries. I've been broadcasting this entire fight through my communication system."

Servantis laughed. "I deactivated your badge a while ago so you wouldn't call for backup. Why the bluff?"

"Oh, no," Ben said. "Not my badge. Little known fact about the Omnitrix, found it out recently- it also has a communication system somewhere in it."

Servantis turned as white as a ghost.

"Kinda kills the battery, though," Ben said as he reverted back to human. "Ceres and the others made it to the communication hub about 10 minutes ago. Your confession's been made public to this entire base."

"I-impossible!" Servantis yelled, whipping out his badge. "Don't listen to him! Don't listen to his lies! H-he used one of aliens to-"

"That's enough, Servantis," Ceres drawled from the open doorway, the others spilling in after her. "You've already embarrassed yourself enough."

"Don't wanna say anything else controversial," Yang teased. "Your reputation is already in the toilet. Wouldn't you agree, Miss Verdona?" She turned to the older woman beside her.

"Yes, but I'm _very_ curious to hear more." Verdona gave a shark-like smile.

"T-the Magistrata..." Servantis' voice fell. "But..."

"Oh, please. Don't make excuses," Verdona snapped. "You were never good at those."

Ben gave Servantis a cheeky look. "Problem?"

"You BRAT!" Servantis tried to attack Ben, but a bullet pierced his arm. He yelped in pain, clutching the appendage to his chest.

Ruby stepped out of the shadows. She looked tired, but still managed to stand ready for a fight.

"Thanks for the save," Ben told her sincerely.

Ruby noticed he was smiling wider than usual. "Get it all out of your system when you punched his face in?"

Ben chuckled. "I did."

"So, how are we gonna fuck him up?" Ruby asked curiously.

"I got a few ideas. Probably gonna go with Plan A," Ben said as he activated the Omnitrix.

"I WON'T GIVE YOU THE CHANCE!" Servantis screamed, preparing to activate his mental powers.

"Haha, nope," Ben jeered as he slapped down the dial. His form shrank down, his body splitting up into dozens upon dozens of clones, filling up the room...and in an instant, Ruby and Servantis were standing in a sea of Echo Echo's. (The others quickly escaped the room and ran for cover.)

Something told Ruby she was going to either be deaf or just have a massive headache by the end of this.

Servantis immediately went for the first move; his eyes lit up as he targeted Ruby. However, he didn't expect Ben to use his clones to form a massive wall in front of her, blocking her from his range.

"What on Earth?" Servantis yelled.

"Woah!" Ruby gushed. "That's different."

"Got inspired by some game," one of the clones explained.

"Besides, I don't want to give people headaches sometimes, you know?" another one added.

"So, quick question," Ruby chirped. "Why Echo Echo?"

"Well," a third one began. "Another thing I noticed is that, when Servantis uses his powers, it only affects up to a select amount of people."

"His limit is up to 10," a fourth said. "And it only works when people are in his eyesight."

"So, you're screwing with his weaknesses by using Echo Echo's improved cloning capabilities?" Ruby asked.

The clones nodded eagerly.

"Niiiiice."

"Now, if you'll excuse us..."

The clones immediately hopped into action, running towards Servantis. He yelled in frustration as he activated his powers. The frontline of Echo Echo's dropped to the floor, but the others just kept on going. Servantis gasped as he was buried underneath a dogpile of aliens. They were light, but their sheer number made it feel like Servantis was underneath a massive, squirming boulder.

"That's just adorable," Ruby stated, as watched in amusement. One of the Echo Echoes tugged on her cape. "What's up, little dude?"

"Hey, uh...can we do something that's both cool and stupid?" the clone asked nervously.

Ruby grinned. "Absolutely. What are we doing?"

The clone scratched the back of his head. "Uhhh...a bunch of us are gonna build a giant pillar, with you on top. We're gonna collapse on top of Servantis and you're gonna take a few good swings at his stupid face."

Ruby blinked. "...well, you're right, it's stupid," she said as she scratched her chin. "But it's also AWESOME!"

The clone grinned, and a bunch of other clones gathered around Ruby. She hopped on top of them, and they started to clone themselves and build up the tower to reach the ceiling. The tower tilted and swayed as the bottom layer of clones struggled to carry the weight. Ruby remained at the top as she watched the group approach the dogpile.

The dogpile dissipated just as the tower collapsed on top of Servantis. Ruby jumped off and she watched the clones rain down on top of the bastard, randomly hitting him and disappearing as soon as they hit the ground. The guy had no way of defending himself, Ruby noted, which was probably why Ben went with Echo Echo.

A clone hopped onto her back and clung to her cloak. "You ready?"

"You fuckin' know it!"

Ruby slammed her foot down into Servantis' face, making him stumble back. Ruby landed on the ground, and the Echo Echo on her back let out a piercing screech that blew Servantis back even further. Ruby sped forward and slammed the blunt end of her scythe into Servantis' stomach.

"THAT'S ENOUGH!" Servantis' eyes lit up dangerously. Ruby could feel the effects starting to take hold, but the clone on Ruby's back suddenly jumped on his face and blinded him.

"GET OFF!" Servantis yelled, struggling to pull off the alien with his one good arm. Ruby grinned as she took a shot at Servantis. An electric Dust bullet pierced his armored chest and shocked the life out of him. Servantis collapsed on the floor, his body twitching.

"And that's that," Ruby huffed as she dropped to her knees.

"Don't tell me you're tired from all that," Ben scolded her.

"No," she stated. "I'm tired because you SCREAMED RIGHT NEAR MY EAR."

"...oh, right. Sorry."

Servantis felt humiliated, handcuffed and being led through the prison district of the base. The taunts and jeers of the prisoners (most of which he put away) were like knives digging into his back and chest.

"Believe me," Verdona said coldly, "they haven't even started to dehumanize you." Servantis was promptly shoved into his cell. "I'll be back in a while to question you."

"And how long will that be?" Servantis hissed.

"Whenever I feel like it," Verdona snapped. "You have no right to question me."

"But I'm-" Servantis caught himself before he said something stupid. Verdona stalked off, and Servantis slumped against his prison walls.

"It's funny," a voice said. "It's funny how wrong you were." Servantis perked up to see a small Galvan standing in front of his cell.

"What, are you another one of those damn Galvan?" Servantis hissed. "Are you the one that jeopardized one of our missions because you wanted a _smoothie?_ "

The Galvan raised an eyebrow. "I'm Azmuth. Perhaps you've heard of me."

"...well, _fuck,"_ Servantis said flatly.

"As I was saying...it's funny how wrong your beliefs were," he continued. "Well, except for one detail."

"And what's that?"

"Ben was never supposed to get the Omnitrix," Azmuth told him. Servantis' eyes widened. _Did he hear that right?_ "Max was meant to obtain it. The Omnitrix only binded to Ben because he had Max's DNA."

"So this proves it! I'm right!" Servantis crowed.

Azmuth shot him a dirty look. "No, it doesn't. If there was something wrong with the user, I would've gotten the watch myself. One of Ben's most defining traits, even before he got the Omnitrix, was an almost obsessive desire to help the people around him whenever he can, even at his own expense. That boy will always try to find a better way if he can."

Servantis wanted to retort, but...nothing came out.

"You could've talked to me about your doubts. I could have quelled your ignorance, but I suppose you loved thriving in it." Azmuth sighed as he walked off. "I just hope you like where you are."

"So, that's all you know?" Verdona demanded. "You're just some informant?"

Servantis nodded, not making eye contact with the older woman. The room felt colder than a winter in Alaska, and just as tense as you would imagine. Ben and Ruby remained in the back.

"And you're not bluffing? Your men will tell us the same thing?" she pressed on.

Servantis nodded again. "They just told me to get Tennyson out of the picture so they could get started on preparation at Beacon."

"Alrighty, that checks out with what they said." Verdona sighed heavily. Servantis felt at ease; rotting in a cell didn't sound too bad, if he was being honest.

"Although..." Ben walked over to Servantis and slammed his fist on the table. "One more question."

"And what's that?"

"Did you play a role in Max Tennyson's death?"

The room's atmosphere intensified. Servantis gave a sly grin.

"I was just told to get him alone," he chuckled. "I don't know who went and killed him. Honest."

Ben stared angrily at the man-no, monster, as he reached for the Omnitrix. "I can walk a mile in any alien's shoes. I can withstand the heat of the sun at point blank range and survive the cold vacuum of space. I can create a diamond storm and shatter people with only a thought. All that power, and I still can't understand why a man like you has such delusions of grandeur. I just see it as something cool, not dangerous."

Servantis perked up as Ben slapped down the watch; bulky gold armor encased his body as the boy transformed into Clockwork. Verdona moved away from where she was standing, Ruby changed seats, and Azmuth changed his position on the table.

"A Chronosapien?" Servantis scoffed. "What are you going to do with that? Rewind the conversation?"

Verdona cleared her throat. "Actually, no. Are you familiar with the Chronosapien punishment of 'elastic time'?"

"I...I am not," Servantis said, suddenly nervous.

"It's an interesting, yet effective method," she went on.

Azmuth nodded. "To torture their worst criminals, they put them in an endless loop of a moment, staring from Point A to Point B. They'll be forced to forever live out their life again, and always fail in the end."

"Wait...are you..."

The room suddenly turned green, and a frozen image of Servantis appeared near the door.

"For using the Plumbers as a weapon, for your hypocritical actions, and for playing a part in the murder of Max Tennyson, you'll be forced to relive your moments in this room for all eternity," Azmuth declared.

Servantis gasped as Ben grabbed him by the arm. "No! T-this is too cruel! I was right! Tennyson _is_ a monster!"

"I dunno," Ruby scoffed. "The only monster I see in here is you."

"For trying to smear my grandfather's name, for trying to ruin my life, for actively violating my mind, and for hitting me with a train...this is just _fitting,_ " Ben said coldly.

Servantis felt a strange sensation run through his body as he collided with his past self. He screamed in absolute terror-

And then Servantis felt at ease. He sat down, ready to be interrogated.

Her eyes glared into Albedo's soul. Albedo was a man without fear, and yet he trembled. There was something frightening about her tranquil nature, especially after such a loss.

"So, Tennyson was able to figure out Servantis' deception?" she asked.

Albedo nodded. He dare not inform her of the truth.

"That boy is more perceptive than I thought," she said.

"Of course he is," the raspy voice of Zs'Skayr added. "The boy is a polytropos, a difficult opponent."

"Perhaps he is," the woman added, standing up. "But for now, let's focus on other matters." She walked over to her window and overlooked the sea of black, murky waters.

"Yes, the plan," Zs'skayr said. "Are they ready for infiltration?"

Salem turned around to face Cinder and her faction. "Well? Are you?"

Cinder smiled sinisterly. "Yes. We'll be heading to Beacon soon enough."

Salem smiled. "Excellent."


	39. Welcome to Beacon

Welcome to Season 4, everyone. We hope you enjoy an especially exciting season. Hop on over to my SpaceBattles page to see some extra content.

I also have to mention- Gemstones will be shifting to a biweekly release schedule because of the sheer length of some of these chapters. To compensate, we will be releasing side chapters to fill some voids.

* * *

Beacon was _everything_ Ben expected. From the way Ruby talked so highly about it, he imagined it to be some castle pulled from a fairy tale, with the interiors being some sort of technological fantasy, with unique and creative weapons being tested and all sorts of warriors present. With a headmaster like Ozpin, Ben was convinced his eccentric personality had some sort of influence on the school.

Too bad his awe was distracted by an odd discussion in the airship.

"So, if you eat a poppy bagel and then take a drug test," Weiss asked slowly, "can you test positive for drugs?"

"Yeah. The chemical makeup of the seeds is similar to heroin," Ceres explained, "So, avoid those next time Plumber HQ has a random drug test."

"So, you're saying if I eat that everything bagel, suddenly I'm a drug addict?" Kevin demanded to know. "All because of some stupid Einstein Brothers bagel?"

Ceres nodded. "Yes." There was some more talk of how stupid it was, and how it could ruin one's life.

"...the fuck is this conversation?" Ben asked, looking over his shoulder. "I heard heroin and bagels, what am I even listening to?"

"Don't worry, I can change the topic." Ruby grinned slyly, then asked out loud, "Hey guys, if I punch myself and it hurts, am I strong or weak?"

"Well, it obviously means that…" Ceres trailed off. She sat there for a moment, silently debating the topic.

And then, silence. Everyone felt uncomfortable just thinking about it, with Kylie quietly testing the hypothesis by punching herself in the arm.

"Holy crap," Ceres finally said. "Ruby, where do you get this from-!" Ruby immediately pointed a finger at her sister. Ceres nodded, content with the answer.

Anna closed her book and gave them an amused look. "Guys, I know teenagers are supposed to experiment and all, but keep it on the down low. If I catch wind of you guys doing anything illicit, I'm obligated by my contract to report it."

Yang raised an eyebrow. "So, if you didn't have a contract with Beacon, you wouldn't report us?"

"Did I stutter?"

"No…"

"Then I shouldn't have to repeat myself." Anna rolled her eyes. "Anyway, we're landing soon, so anyone with a queasy stomach get your barf bags out now. I ain't cleaning up after you."

"Charming as always, Anna," Blake muttered as she and the others attached their seatbelts.

The ship carrying both teams docked at the entrance of the school. As soon as it landed, Ben ran out the hangar door and bolted over to the nearest trash can, hunching over it as he lost his lunch. The rest of the team walked out of the ship and headed down the paved path to the school's campus.

"Jeez, I've never seen Ben that airsick," Kylie commented, genuinely worried.

"Well, keep in mind he ate at Burger Shack and had some smoothies before leaving," Rook said, putting on his ID mask. "He had it coming."

"Then how are you not throwing up that meatball sub you had earlier?" Kevin countered.

"I do not shove it all down my throat at once." Rook smirked. "I savor all meals."

"You're too good for this planet, Rook," Ceres sighed.

"Come on!" Ruby grinned, tugging Ben away from the trash. "We have to go meet with the headmaster!"

"Head...master?" Ben groaned.

Anna sighed. "Were you not listening to the run down when we were leaving the base?"

"I was busy," Ben said, as he looked back over at the trashcan. He regretted eating beforehand.

Anna rolled her eyes. "Professor Ozpin needs a quick rundown on what's going on. He _is_ the one that pardoned Team RWBY's extended absence, after all."

"Right," Ben muttered, looking around him; Beacon's inside garden was filled with scenic trees, enormous arches and castle-like architecture, and a winding road alongside a river. Ben could see why Ruby loved it here so much.

"Hey! Give that back!"

"And what are you gonna do about it?"

Ben looked over to see a short rabbit faunus girl with pretty, long brown hair, and a large boy with cropped, burnt orange hair, who was intentionally holding a camera over her head. The girl was struggling to reach for it, and the boy smirked down at her, keeping the camera far away from her reach.

Ben blinked, swearing the boy looked familiar. "Hey, is that-"

"Yep," Ruby drawled out, frowning heavily. "That's Cardin."

Ben grinned, suddenly feeling a lot better. "Hold on. I'm gonna go say hi."

"What?" Ruby said, but it was too late; Ben was already walking over.

"Hey! Winchester!" Ben called out, waving. Cardin looked over to him, a confused look spreading across his face. Ben patted him on the back as soon as he reached the older boy. "Good to see you, man! Hey, you got tall..."

"Do I...know you?" Cardin asked hesitantly.

Ben looked offended. "Do you know me!? We went to the same camp together! Come on, buddy, think!"

Cardin paused to think (or that's at least what Ben thought, Cardin didn't seem to have much of a brain). "I...don't remember you at all, dude."

"Oh, right!" Ben slapped his forehead. "I've changed so much! Maybe I gotta jog your memory." He slapped down the Omnitrix faceplate, and in an instant, Diamondhead was towering over Cardin. "Does this help?"

Cardin audibly whimpered.

"Good," Ben said cheerfully, taking the camera out of Cardin's hands. "Now start walking."

Cardin was already gone the second Ben handed the camera back to the rabbit Faunus. "T-thanks?" she said, visibly confused.

"No problem." Ben gave her a two finger salute and jogged back to his group.

* * *

The most prominent part of the academy's infrastructure was the large tower near the main building. The tower was surrounded by numerous green spheres or lights (possibly the beacon after which the academy was named for, Ben thought), as well as an intricate clockwork mechanism consisting of hundreds of interlocking cogs and gears.

"Ozpin's office is in here," Anna told them, leading the group inside. "He requested that he meet with Ruby, Ceres...and Ben."

"Why'd you pause after my name?" Ben asked, raising an eyebrow.

"No offense, but when you're called in to see an authority figure, you most certainly did something wrong," Anna answered honestly.

"Fair enough," Ben said, shrugging.

The group waited in the hall for a few minutes before the elevator doors opened. A clean shaven man came out into the hallway; he wore a white overcoat, with a gray undercoat, black sweater, a red necktie and a white glove on his right hand. His suit pants shared the same color as his overcoat and were tucked into silver boots, accented in gray. His hair was black with some white and gray on the sides. Ben made note of a strange piece of metal above his left eyebrow, but didn't think much of it.

"General Ironwood." Anna saluted the man.

"Miss Dombrowski," the man greeted back kindly. The two exchanged a handshake. "It's been a while."

"It definitely has," Anna noted. "How's the wife?"

"She's doing well. How about yours?"

"She's also doing well, thank you for asking," she said, smiling slightly.

"Of course, I'm glad to hear it," Ironwood said, as his eyes drifted towards Weiss. She averted eye contact, adding a strange sense of tension to the room. "Weiss."

Weiss took a deep breath, and returned eye contact. "Father."

For a moment, there was silence.

And then-

"WHAAAAAAAT?" Ruby screeched, making everyone flinch. She quickly put her hands over her mouth, face red like roses.

Ironwood chuckled. "You haven't told them?"

"I found it a minor detail," Weiss said.

"AS IF!" Yang shrieked.

"I don't get it, what's the big deal?" Kevin asked, raising an eyebrow.

"My father is the headmaster of Atlas Academy, a general in the Atlesian Military, and holds two seats on the Atlesian Council," Weiss explained. "He's a _**very**_ powerful man."

"WE COULD'VE BEEN SPOILED WITH MONEY, WEISS!" Ruby whined. "MY BABY NEEDS SOME ATLESIAN UPGRADES!"

Weiss rolled her eyes. "This is why, Father."

"You were right to do so," Blake comforted her.

"I see," Ironwood said, before his eyes drifted over to Ben. His smile visibly dropped. "You must be Max's grandson."

Ben flinched. "Uh, yeah. That's me."

"I'm deeply sorry for your loss," Ironwood said, a hand over his heart. "Max was a good man, and one I deeply respected. I can tell from recent files that you inherited his will."

Ben blinked. "Files?"

"Oh yeah, I have to write monthly mission reports," Ceres interjected. "They asked me to send in some more recent ones before we got here."

"I can tell it's been a busy month for all of you," Ironwood continued. "Especially with Servantis compromising the Bellwood base. I assume he's rotting away in some cell in Incarsecon?"

Ben and Ruby shared a look. "Yep. That's what happened," Ben lied.

"That's good to hear. That being said, we really can't keep Ozpin waiting any longer," Ironwood said. "If you three could follow me..." Ceres, Ben, and Ruby followed Ironwood into the elevator. He pressed a button on the panel and the doors shut. The elevator quickly ascended to the top, and Ben looked around awkwardly. Yes, he wielded the most powerful device in the universe, but Ironwood was the most powerful man in the enclosed space. He had this sense of being hardened by battle; Ben could briefly make out soft mechanical whirring coming from Ironwood's body. Whatever scars he may have, Ben assumed they weren't pretty ones.

The elevator stopped at the top of the building, and the doors opened. The group stepped into Ozpin's office, which, to Ben, looked like a TARDIS interior. Ben made note of a few important details.

When Ben compared the room to the TARDIS, he expected a "Doctor" like figure to also accompany it. Ozpin radiated that energy; he was a middle-aged man with tousled silver hair and small brown eyes. He had a light complexion and sharp facial features. He wore shaded, John Lennon-style glasses and a small, purple, cross-shaped pin on the cowl around his neck. His outfit consisted of a dark green, buttoned vest and green shirt with black trousers, shoes, and long, dark-green pants.

Next to him was his assistant; she was a middle-aged woman with light-blonde hair tied back in a bun, with a curl hanging down the right side of her face. Her eyes were bright green and she wore thin ovular glasses. She had dangling teal earrings that matched the hanging pendant at her collar. She wore a white long-sleeved, pleated top that has a wide keyhole neckline and gauntlet cuffs that flared in pleats at the wrist. Her lower body was covered by a black, high-waisted pencil skirt with bronze buttons and black-brown stockings.

To the right was another woman; Ben couldn't tell what role she played just yet. She was a tall and fair-skinned young woman with slate-blue eyes. She wore her white hair tied up in a bun, high on the left side of the back of her head, while her bangs were shaped around the right side of her face, a small curled lock of hair reaching almost to her left shoulder. Her attire was colored navy blue, white, and gray, consisting of a white coat with sleeves that expose her upper arms, a red-lined high collar, red brooch and black gloves, as well as pants that had garters incorporated into them.

And to the other side was-

"Oh, you again," a very familiar grump grumbled.

"Uncle Qrow!" Ruby gasped. Forgetting where she was, she flung herself at her uncle.

Qrow chuckled. "Good to see you, kiddo." He glared daggers at Ben. "Remind me why he's here again?"

"Mr. Tennyson was a victim of Servantis' mind games," the lady in white explained. "He got some answers out of him, and he was a prominent figure in a few other events we need to discuss."

"So, in other words," Qrow drawled, "he's a troublemaker."

"...for a lack of a better term, yes."

Ben grumbled, and Ceres comforted him with a pat on the head. "Easy now."

Ozpin cleared his throat. "I'm sure you've heard this enough, but I'm deeply sorry for your loss, Mr. Tennyson," he said, voice soothing.

"Thank you, Headmaster Ozpin," Ben said quietly.

"I'm also sorry you and your friends were set up by Servantis." Ben hadn't heard that one before. "Servantis' actions have set in motion something powerful, and we'd like to hear your best account about every single detail following Maxwell's death. From the both of you."

Ben and Ruby shared a glance, before taking deep breaths. The entire explanation felt like another therapy session- though it helped that neither looked at the people around them, but at the walls instead. They went into great detail about the events leading up to the mission, the aftermath, the funeral (neither of them cried, surprisingly). They then went into detail about Servantis and his plan, how they had to hide, and finished the explanation with a censored version of how Servantis met his end.

Ozpin put his hands together and closed his eyes. "Interesting..."

"Is that good interesting, or a bad interesting?" Ben asked, worried.

"Both, I suppose," Ozpin said. "There's no denying Servantis was obviously in leagues with the criminal Roman Torchwick, but I feel as if there's a link missing from this 'web'."

And then, Ben remembered. "Actually, there might be." He went on another spiel about the horrors of Zs'Skayr, and how he attacked the group.

"It's kind of a crack theory, but I think Servantis was involved in Zs'Skayr's cult," Ben explained. "Does that help tie up some loose ends?"

Ozpin furrowed his brow, and grimaced. He turned to his window and looked up at the clear skies. "Devils truly do come from the sky..." Ben felt like there was a deeper meaning behind that statement, but didn't ask. "If there is any involvement between this Zs'Skayr character and whoever Roman is working for, there is a clear and present danger lurking in the shadows."

"Not to mention this 'transformative' drug sounds like a real issue," Qrow interjected, taking a brief swig from his flask. "We shouldn't gloss over that. And the assistance of Callows does explain some rather nasty murders as of late. All victims had nothing in common. Chosen purely at random...something tells me you two made him angry."

"I cleaved off his tail," Ruby scoffed. "Of course he's mad."

"What's most interesting about Callows is the fact he was assumed to be dead just recently," Ironwood's assistant added.

"Wait, really?" Ceres asked, raising an eyebrow.

"Have a look." The assistant typed a few things on her scroll, and a file was sent to Ceres' own. She pulled up an incredibly detailed file on Tyrian. She skimmed a bit of it, but there was something that really stuck with her...the last few lines...

 _Cornetto continues to speak despite clearly suffering severe injuries from the crash. Most notable was his repeated phrase "What are you? What are you?" It is unclear to whom or what Cornetto was directing this question at. Immediately following this moment, Cornetto is fatally attacked by a Grimm. Callows' voice is the last recorded. The suspect seems to be weeping before stating the word "Beautiful." Transmission ends immediately._

 _No survivors were found._

 _Tyrian Callows' body was never found. He is presumed dead._

Ceres felt a chill run down her spine.

"You two have most certainly stumbled upon a complicated scheme. I can understand why you'd want to go undercover here," Ozpin said.

"That's right, sir," Ceres said. "We want to ensure the safety of all parties involved."

Ozpin gave a small smile. "Spoken like a true Plumber. Now, if you're going to go undercover, please promise all of us one thing."

She raised an eyebrow. "And what would that be?"

"Don't destroy this place anymore than Team RWBY has." Ozpin sighed. Ruby turned red again and hid behind Ceres.

Ceres just chuckled. "We'll do our best."

"That will be all. Miss Goodwitch, how about you take team RWBY and Zeta to their dorms?"

His assistant nodded before leading the three teens out of the room. Ben paused and looked back at Ozpin. "It was nice meeting you, sir."

"It was nice to meet you all as well," Ozpin said, smiling back at him. Ben took comfort in that smile...and yet, he felt that smile was more out of sadness than kindness.

As Ozpin watched the elevator doors shut, his demeanor changed. "This isn't good," he sighed. "She's adopted a strategy I've never seen before."

"And what's that?" Ironwood asked.

"Other worldly assistance."

Ben could feel the tension in the elevator, and he desperately wished they could reach the bottom faster.

"Anna," Glynda said, her voice ice cold.

"Glynda," Anna stated, her voice even colder. Their hatred was palpable, the venom in their glares strong enough to kill a man twice over. Ben and the others awkwardly got out of the elevator and regrouped with their friends.

Ben nudged Kylie. "Alright, she's your mom. What's going on?"

"Oh, this?" Kylie groaned. "My mom and Miss Goodwitch have this rivalry that goes back to when they were our age. Something about someone's writing being unfairly critiqued."

"Filled with spite, mom wrote her first book and it became a bestseller. And from then on all her books would go on to be bestsellers, which she rubs into Glynda's face every chance she gets," Kevin added.

Ben blinked. "...wow. Your mom is petty."

"Damn right she is," Kylie said, smirking.

"So," Glynda said through gritted teeth. "How many books have you sold recently?"

"Enough to sustain me for the next two years or so." Anna smiled evilly. "How are the brats treating you? With as much respect as an underpaid, overstressed teacher can have?"

Glynda almost killed her on the spot.

"Uhhhh," Blake interrupted. "Don't you have to lead us back to the dorms?"

Glynda turned to her and took a deep breath. "Yes, I do. Follow me." She shot Anna another glare before leading the kids out of the building.

"For those of you not aware," Glynda began as she walked them through the campus, "Beacon is a residential boarding-type school. We provide all students with basic facilities, including hygiene, food, and laundry. You will be responsible for maintaining your life as a student and life as a Hunter or Huntress. Breakfast will be served at 7:00 on weekdays and 9:00 on weekends. Classes go from 8:30 AM to 4 PM, with an optional sparing class at 5 PM. Lunch will be served at 12:30, and dinner at 6 PM." Glynda paused as they arrived at the dorm. "Welcome to your new home."

Ben peered inside to see a calm living center; there were dorm rooms in the left and right hallways, and in the center was a casual area, with a TV, a few couches, two study rooms on opposite sides, and a laundry room near the left-side dorms. A few vending machines were against the walls, filled with an array of healthy and unhealthy snacks.

"Zeta Squadron, your bags are in room 112," Glynda said, as she handed Ceres five sets of keys.

"Excuse me, Miss Goodwitch," Rook said. "Are the rooms-"

"Co-ed?" Glynda asked. "Yes, they are."

"...I was going to ask if they had a shower or not," Rook told her, voice going flat. "Why would you expect that to be my question?"

"I suggest you start unpacking as soon as possible." She left the group without another word.

"...she seems nice," Ben commented awkwardly.

"Well, you heard the lady," Ceres said, stretching her arms. "Let's get to unpacking."

"She never answered my question, though," Rook pouted.

After unpacking their dorm room, Zeta Squad went about exploring the campus: Kevin and Kylie went to meet up with their mom before she left, Rook and Ceres went to check out the classrooms, which just left Ben to his own devices… which wasn't exactly a good thing. Especially since Beacon looked majestic and fairy tale-like even from the ground up. It was all white paint and cathedral-like columns mixed in with sleek silver machinery. It somehow _worked_ and Ben was worried about accidentally breaking everything by the semester's end. He was glad Ruby decided to give him a grand tour of the campus to keep his thoughts occupied.

"And this is the cafeteria," Ruby announced, walking him through the heavy wooden doors. Said cafeteria was painted in warm colors and looked vaguely like it belonged in a church or art museum, especially since the ceiling looked like it was carved from marble and sparkled when the light hit it just right. The cavernous room was brightly lit thanks to the row of enormous windows, but it was sparsely populated- it was the end of Beacon's spring semester, and many kids were going home for summer break (though many of them were staying for the summer session).

"Come on, let's get you some food," Ruby said, tugging him by the hand. Ben smiled indulgently; he wasn't particularly hungry, but he loved how small and soft and warm Ruby's hand was in his own. Not to mention how excited Ruby had looked giving the tour- it was really hard to resist her when she was so happy.

"Oooh, they got mango juice for once, what's the occasion?" Ruby muttered, letting Ben's hand go and taking trays for the both of them. Ben mourned the loss of her hand but got over it; there would most likely be more opportunities.

Ben grabbed some mango juice- it sounded good anyway- and looked over the selection. It looked pretty good and with lots of variety, but Ruby complained that they barely had anything. Probably because it was summer and therefore had less students. Ben was eating for free, so he wasn't complaining.

"Ruby!"

Ben looked behind him to see a quick blur with orange hair pass by and slam into his best friend.

"WHY?!" Ruby moaned. Ben looked back to see possibly one of the most innocent looking girls he'd ever laid eyes on. She had short, curly orange hair with a pink bow tied at the back of her head. She had bright green eyes, fair skin, and freckles all over her nose. She wore an off-white old-fashioned blouse with a short gray pinafore, as well as a black and green collar with a matching pair of stockings.

The mystery girl jumped off of Ruby. "Sal-u-ta-tions!" she said with a salute.

"It's good to see you too, Penny," Ruby said weakly, staggering to her feet.

"Uh, Ruby," Ben said awkwardly. "Who's this?"

The other girl perked up. "My name is Penny! It's a pleasure to meet you!" She stuck out her hand, offering Ben a handshake.

"I'm Ben Tennyson." He happily returned the handshake...only to have his hand be nearly crushed by the girl's iron grip. Ben made a face, and Penny quickly released his hand.

"It's a pleasure to meet you!"

Ben gave the girl a look. "You...already said that." He decided to recover his pride and take a sip of mango juice.

"...so I did!" Penny said with a smile.

"Sorry I haven't been returning your texts, Penny! I've been...crazy busy..." Ruby explained, wincing slightly over how weak her excuse sounded.

"With your boyfriend!" Penny beamed.

Ben nearly spat out his drink, and Ruby turned red from embarrassment. "NONONONO! Just with Huntress work and...well, just a lot," she defended herself profusely. "Ben's just my best friend! He recently transferred here, that's all!"

"Oh, my bad!" Penny said apologetically. "We have so much to catch up on!"

"We absolutely do." Ruby smiled back.

Ben shook his still aching hand. "Yeah, we have a lot of stories to tell. Should we start from the beginning?"

The three of them sat down at a nearby table, and Ben and Ruby went on about the summer, which included the more recent events and a censored version of why they were here. Penny listened carefully the entire time, happily nodding and gasping at the appropriate parts.

"I can't believe it!" she declared at the end.

"Yeah, I know it sounds crazy, but I can turn into ali-" Ben started.

"No, not that! A team with 5 members! Such an imbalance! And not even using letters of your name!" Penny gasped. "That is _illegal."_

Ben chuckled. "Okay, I like you."

"I like you too, fellow meat person!" Penny beamed. Ben shot Ruby a weirded out look. She just shrugged in response.

"But that's enough about us," Ruby interjected. "What have you been up to since we last saw each other?"

"Well, mainly waiting for you to get back!" Penny said. "On top of all the tests and quizzes the professors have been giving us. And the immense combat training Miss Goodwitch has been doing for the tournament."

"Tournament?" Ben repeated.

"Oh, right!" Ruby slapped her forehead. "The Vytal Festival!"

"What's that?" he asked.

"I can answer that! The Vytal Festival is an international festival held every two years in one of the Kingdoms of Remnant. During the festival, the various cultures of the world are celebrated with dances, parades and a combat tournament," Penny explained.

"I've been so busy working with you I completely forgot! Oh, I hope we still have time to register..." Ruby trailed off, worried.

"Not to worry, I already registered for you!" Penny smiled.

Ruby gasped. "Seriously?! Penny, it's official. You're my best friend right now!" Penny was so elated she jumped over the table and tackle-hugged Ruby again.

"BEN! HELP!"

Ben chuckled. "Sorry. I'm not gonna interrupt a moment between besties."

"There's my sparring partner," another voice called out. Ben's eyes darted to a girl walking over to their table; she was six foot tall and clearly athletic, her Mistral uniform clinging to her attractively and showing off well toned and impossibly long legs. Her skin was pale but healthy and contrasted wonderfully with her wavy, dark red hair, which fell past her shoulders and gleamed in the sunlight. Her eyes were lime green and looked somewhat cat-like. She had model-like cheekbones set in a heart-shaped face, and her smiling lips were painted a cheery, frosted red. She looked elegant yet mischievous, and Ben could tell, with just one glance, that she was someone people naturally flocked to.

"Oh! Cassidy!" Penny jumped off of Ruby. "Is it that time already?"

"I was wondering where you were," Cassidy said, walking over. She looked over at Ruby. "Is she alright?"

Ben nodded. "Let her catch her breath."

Cass eyed him carefully. "I haven't seen you around here. Are you from another school?"

Ben nervously rubbed the back of his neck. "Uh, yeah. I'm from Shade," he lied. "I'm Ben, by the way."

"Nice to meet you, Ben." Cass smiled at him, and Ben had to stop himself from blushing. "Come on, Penny. I'm on a bit of a tight schedule; I gotta help grade some papers with Professor Oobleck soon."

 _Oobleck?_ Ben thought. _Is that even a word?_

"Oh, right! It was nice talking to you, Ruby!" Penny beamed as Ruby weakly got back up. "See you later!" The girl happily skipped away with Cass, leaving Ben and Ruby alone.

"Where'd Penny go?" Ruby said, still a bit dazed.

"Oh, she went off to train with some tall girl," Ben said. He quickly finished off the rest of his mango juice. "Her name was Cassidy, I think."

"Really?" Ruby raised an eyebrow.

"You sound skeptical."

Ruby made a thoughtful noise, her eyebrows knitted together. There was something cold about Cassidy Fallman, but she couldn't place what.

It wasn't that Cass wasn't nice. She was polite to everyone and was especially kind to Ruby, even when Ruby was rambling on about Crescent Rose. Cass had a nice, chime-like laugh, a wicked sense of humor, and a pretty smile that matched the rest of her.

But Cass...didn't really know the concept of things like mercy. The way she treated her opponents in Ms. Goodwitch's combat class was almost inhumane; limbs weren't meant to bend that way. And the audible snap they made always made Ruby wince- that noise should be reserved for accidents and Grimm only.

It was why Ruby was often unsettled by Cass, even if her peers weren't. And when she asked, there were a multitude of different answers, but they all led to the same thing: the real world was cruel, and Huntsmen didn't have time for things like mercy, especially outside the cities where Grimm were abundant. Cass seemed to welcome these ideas without a second thought. And Ruby didn't know what to think of her friends, knowing that while they didn't like Cass actions, they easily condoned them.

At least Ben seemed eager to hear her misgivings out, even if he had never seen Cass in action.

"I just think she's a bit too bloodthirsty, even for a Huntsman," Ruby explained. "Like, we have to sit through a bunch of mental evaluations in order to get into a school like this. To make sure we're gonna be responsible with our weapons and such. If anyone willingly broke the bones of an opponent, they'd be thrown out."

"Makes sense, I guess," Ben mused, idly tapping his pointer finger on the table. "She doesn't go here, right?"

"She goes to Mistral. Why do you ask?"

"Well, I don't know much about the school there, but maybe they condone that sort of thing? Or maybe she wants to make the school look bad by hurting the students of other academies?"

"...that's stupid."

"Gotta analyze everything in a story, Rue."

 **The Next Day**

Ben felt uncomfortable wearing the Beacon uniform. His usual pants and t-shirt combo was easy to throw on, while the uniform needed so many extra steps. Put on an undershirt. Then the button up shirt, and a vest over that. (Why did you even need three layers of shirts anyway?) Then put on some pitch black pants and _then_ struggle to tie your own tie. (Ben ditched it halfway through; Rook could help him.) Then, put on your school jacket, and you're finally done.

"I hate this," Ben declared as he walked out into the dorm, quickly palming his tie to Rook as he did so. Ruby sped by and flashed a quick selfie with him, right before running off again.

"Well, aren't you dapper!" Yang teased, helping Weiss tie her hair into its usual braid.

"I think I pull it off pretty well," Kevin said, shrugging.

"I agree, actually," Rook said, as he reluctantly did Ben's tie. "You really need to learn how to do this," he told his friend.

"Lucky that you guys get to wear pants," Ceres said, a small frown on her dark blue lips. Her uniform was of a similar style to the boys' own: a red plaid skirt, stockings of various length, and a brown jacket paired with a tan vest, a white button up shirt, and a red ribbon tied at the collar.

"I think I hate this more than you do, Ben," Kylie admitted, nervously looking down at her skirt. "I miss jeans..."

"There, there." Weiss patted her on the back. "You'll be able to wear them in a while."

"What's even the point of all this?" Ben complained. "I thought this was a combat school."

"The Hunter community isn't just all about fighting, Ben," Blake said, marking her page with a bookmark. "There's a lot of other facets of our community, like the history, legends, biological studies, psychology, among other things. We aren't just boneheads with a bloodlust for murdering Grimm."

Just as Blake finished speaking, Cardin walked by, sulking. He gave the team a nasty glare before walking downstairs.

"...it seems I spoke too soon." Blake deadpanned.

"Oh! Burn!" Yang said, high fiving an ecstatic Blake.

After a delicious breakfast, Ben followed Ruby around through the bustling halls. It reminded him of his own high school, but MUCH more diverse. Kids of all kinds of body types and races walked past him, clad in uniforms and textbooks in hand.

"Alright, our first class together is with Professor Port," Ruby explained. "I will warn you; he's a rambler."

"So, ask him about his weekend and he'll probably take up the entire class time?" Ben joked.

"Yes, actually. We've skipped tests because of that strategy," Yang told him seriously.

"Still can't believe you guys did that," Weiss huffed. "I was ready for those tests!"

"So was I." Yang grinned. "I was just buying time for the others."

Ben and the others were soon seated down in a college style classroom, with all the tiered seats facing towards the front of the room. An elderly man that Ben safely assumed was Professor Port was standing at the front. He wore a double-breasted burgundy suit with gold piping and buttons. His pants were tucked into olive boots. He had gray hair and a gray mustache and appeared to be slightly overweight.

For a solid minute, Ben felt like he was looking at Grandpa Max's twin.

Professor Port cleared his throat. "Monsters! Demons! Prowlers of the night! Yes, the creatures of Grimm have many names, but I merely refer to them as prey! Ha-ha!"

An awkward silence hung in the air.

"Uhhhh... Now, as I was saying: Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world! Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces! And that's where we come in. Huntsmen! Huntresses! Individuals who have sworn to protect those who cannot protect themselves! From what, you ask? Why, the very world!"

After all that, Ben almost felt hyped up for this class. The teacher had a flare to him, and his voice was very much a joy to listen to.

...yeah, _that_ was a fucking lie. Ben nearly drifted off more than a few times, his eyes drooping dangerously. Ruby had to nudge him a few times to keep him awake...and also to show him her drawing of "Professor Poop". Ben chuckled under his breath, much to Weiss's chagrin.

"We should have respect for these people, you know," she hissed. "They didn't get a degree to have you make fun of them."

"I know, I know," Ben whispered back. "But let's be real, this dude is _boring."_

"And what about you, new guy?" Professor Port pointed at Ben. "What's your first Grimm encounter?"

Ben, caught off guard, scrambled for an answer. "Oh! I was...ten years old when I saw a Nevermore," he explained. "I was attacked by it too, but thankfully a strong Huntress came along and defeated it."

A few people whispered amongst themselves. Port gave him a surprised look. "A Nevermore? I'm shocked you lived to tell the tale, especially at a young age."

"I was _very_ lucky," Ben chuckled.

"And you, miss!" Port pointed at Ceres. "What about you? What's your first Grimm?"

Ceres blinked. "Giant centipedes."

"Ah yes, pesky little bastards." Port said, before returning to his lecture.

"When did you fight a Grimm?" Kylie whispered.

"I haven't yet," Ceres whispered back. "I'm just using monsters from my home planet as a substitute."

"Ah."

"By the way, those things are so lethal that they send death row prisoners to kill and harvest them for parts."

" _...what the actual fuck?"_

Next up was Hunter Mythology with Professor Lepisto. He gave an overview about interesting stories of great Hunters and Huntresses, who had worked alongside Gods and Heroes Ben had never heard of; it was a very easy class to get invested in. His third period was mathematics, arguably his worst class. Professor Debadut was very kind, but Ben still could not grasp the concept of matrices. (Ironic since he was kind of wearing one.) Weiss was kind enough to explain some of the work during lunch period, thankfully.

"If A is an m-by-n matrix and B is an n-by-p matrix, then their matrix product AB is the m-by-p matrix. Does that make sense?" Weiss asked, as she took a quick bite of Caesar's salad.

"Yes," Ben lied, like a liar. "Everything is crystal clear."

"Good," Weiss said, closing her math book.

"Wow, the food here is great!" Kylie gushed, as she happily ate her chicken sandwich. "This sandwich is so yummy~!"

"I'm surprised this school had swordfish," Ceres deadpanned, looking over her own spicy chicken curry and staring at Blake's meal.

"Beacon meals are a luxury few can afford," Blake declared, tucking into her pan-fried swordfish. "All meals not used are taken to a nearby homeless shelter."

"Well, that's certainly charitable of them," Ben said, dipping his fries into ketchup.

"Problem is, there's too much to choose from!" Ruby cried, walking back to their table with three plates of food. "...I panicked," she pouted cutely.

The next period was study hall, which Ben and Ruby wasted by playing Pokemon on their respective Switches. (Ruby beat Ben in 3 battles, hurting his pride.) The next was a class about how various scientists contributed to the field of Hunting; it was kind of boring and would include lots of essays, something Ben hated. The next was about early communities and how they functioned under the threat of Grimm, which was actually fairly interesting. And then there was Ben's forensics class, which taught him how to properly identify Grimm attacks and stuff like fingerprints, toxins, hair and fibers, ballistics, and DNA.

(Ben felt like he was being taught how to kill someone without being caught. He already knew how, Ceres and Ari taught him personally.)

And finally, combat class. Ben quickly changed into his Zeta Squad uniform: black cargo pants, green belts with black holsters, black combat boots, black fingerless gloves, and a dark green shirt with some armor on it. He quickly got out of the locker room and went to group up with his friends.

"Mr. Tennyson!"

Ben paused to see Glynda looking over a message on her scroll. "Yes?"

"A word, please." Ben walked over as Glynda finished reading. "I've just received word from Headmaster Ozpin about your... _abilities."_

"Yeah, what about them?"

"He recommends abstaining from using them," Miss Goodwich told him, adjusting her glasses. "We don't want to draw too much attention to ourselves, now do we?"

Ben shrugged. "Alrighty."

"Do you still want to participate in today's sparing matches, even without your powers?" Miss Goodwitch asked, genuinely curious.

"Yeah, I'll be fine." Ben gave her a thumbs up. "People really like underestimating me."

"I believe you don't have an aura to speak of. Is that true?"

"...maybe. But I'll be fine," Ben assured her.

"Alright," Miss Goodwitch said reluctantly, before walking off. Ben smiled as he turned to the stadium and saw Cardin standing there, a giant grin on his face.

"So," the bully said smugly. "Can't use your fancy wrist watch, can you?"

"Yep." Ben shrugged, unfazed. "What about it?"

Cardin cracked his knuckles. "Well, if that's the case, I'm gonna have a hell of a time pummeling you into the ground."

Ben sighed. "Really? You're still mad about getting scared by a rock?"

"Damn right I am! My team won't even respect me!" Cardin huffed.

"That sounds like a _you_ problem."

"Shut it, you fucking shapeshifting freak!"

"Wow. Nice comeback." Ben clapped sarcastically. "Oh, and by the way, do you have any idea what that feels like? What if I said those things to you? I could come up with at least 20 insults based on your haircut, but I digress..."

Cardin's eyes flared. "You're dead."

Ben smirked. "So, we meeting on the field, I take it?"

"Right here, right now," Cardin snarled, stomping onto the battlefield. Ben followed suit, pausing momentarily to see a bunch of strangers and familiar faces dueling in small little training areas. It reminded Ben of those batting cages at a baseball field, just with the absence of an overrated sport.

Oh, wait, that was football.

In one of them, Weiss was facing off against a boy with grey hair, his fringe unkempt while the rest was slicked back. He was jumping around Weiss as she created protection glyphs around herself. In another one, Ceres and Yang were locked in furious combat, with the two of them getting a big (possibly illegal) money pool going from the people cheering around them. As Ben approached Cardin's cage, he got distracted again; that Cassidy girl was facing off against Kevin, and despite him obviously using Doppler to give himself Black Ice's arms, he was still struggling to get a hit in. She seemed so graceful in combat, it was almost hypnotic to watch. The next distraction came from a battle withRuby and Rook.

The two of them had their blades locked in a stalemate, with them both pushing their entire body weight into their next swing.

"I must admit," Rook joked. "This is proving to be a harder task than I anticipated."

"I'm actually ripped underneath these clothes," Ruby boasted.

Rook raised an eyebrow. "What is your workout routine?"

"Oh, lemme think about that real qu-" In a flash of red, Ruby vanished. Rook stumbled forward as Ruby left behind her weapon. She reappeared behind Rook and delivered an axe kick that sent him right into the pavement.

Rook laid motionless for a second, before Ruby helped him up. "Remind me to make time to work out with you," Ruby said with an embarrassed smile.

"I would appreciate that," Rook groaned, rubbing his back.

Ben chuckled, before he finally made his way over to Cardin's selected cage. He closed the door behind him and walked over to meet Cardin in the center.

"Not even gonna try to get some distance between us?" the bully chuckled.

"Nah, I'm good," Ben said.

"Suit yourself!" Cardin slammed his weapon onto the ground; it was a large black mace, with ten flat flanges extending farther outward than a regular mace would. A red Dust crystal was placed at the center, kept in place by four claws.

"Compensating for something?"

Cardin saw red, and he lifted his weapon overhead and prepared to smash Ben's skull in-

Ben bashed his face in with a scorpion kick. Cardin stumbled back as Ben landed on his hands and flipped back onto his feet. "Hey, come on now! I'm just getting started," he taunted.

Cardin grit his teeth, before running towards Ben. He swung at Ben's right, but he dodged the blow and swept Cardin's leg, causing him to land on his back. A few people (including Ruby and Cass) had taken note and started to gather around the cage.

As he stood back up, Cardin noticed the crowd and immediately knew his reputation was on the line; if he got beat by some scrub with no semblance, no aura, no weapon, he'd be the laughing stock of his team and of the school! What kind of person would hire a Huntsman that couldn't beat a scrawny little twink like Ben?!

Ben flew at Cardin with a spear kick, but Cardin narrowly avoided it. Ben landed on all fours before flinging himself at Cardin. The bully swung at him with his mace and hit Ben dead in the chest; he went flying into one of the walls of the cage.

"HA!" Cardin crowed triumphantly.

But to his shock, Ben wasn't all that injured; hell, his armor wasn't even cracked. For a kid with no aura, he was more resilient than he thought.

"New kid's got some moves," Cass noted from the side lines. She turned to Ruby. "Penny mentioned that you two have known each other since you were kids, right? How would you say he's doing so far?"

Ruby was honestly shocked herself. When they were kids, Cardin was defeated by Diamondhead, not Ben Tennyson. She was used to seeing all of Ben's fancy footwork as an alien, not as a human.

"Uh, better than expected," Ruby lied.

"That actually kinda hurt," Ben remarked, brushing dust off his chest armor. "Not bad, Winchester." A grin spread across his face as he pulled a small ball bearing from one of his pockets. Ben clenched it in his fist, and it transformed into a soccer ball sized projectile.

"Wanna know how I've been managing to kick your ass so hard?" Ben asked as he juggled the ball in his feet. "I play soccer."

"And how does that help you?" Cardin sneered.

"Well, you ever play soccer?" Ben grinned as he delivered a flying kick to the ball. The ball shot through the air and hit Cardin straight in the chest, knocking the wind out of him. Ben started kicking more soccer balls at the bastard, and people were cheering loudly; the new kid had _teeth_ , and was entertaining too!

Eventually, after a "soccer ball massacre" as Ruby would call it, Cardin fell over, bruised and his pride shattered into tiny pieces. Ben smirked as he once again juggled the soccer ball.

"Come on, dude. You knew this was coming."

Ben walked out of the cage as people whispered and gossiped about him. Ben strode over to Ruby, and the two gave each other a high five.

"Dude, that was awesome!" she gushed.

"Never seen a combat style like that," Cass said. Ben couldn't tell if it was a compliment or an insult, but he brushed it off.

"Thanks," Ben said. "I knew he was going down when he found out about my handicap."

Cass cocked her head. "Handicap? What do you mean?"

Ben froze up; in his hubris, he forgot about the whole 'keep the alien part a secret' thing. "Uh...I used my left foot over my right. That's my dominant foot."

Ruby cringed, but she felt it was a decent lie. "Yeah!"

Cass gave the two a look, but she shrugged. "Well, you certainly showed him, I guess." She walked off and joined back up with her teammate, that silver haired kid who Weiss was fighting.

"That dude stole my style," the boy grumbled.

"Not only that, he kinda sounds like you," Cass joked. "Are you sure you two aren't related?"

"Shut it," Mercury snapped. "So, is that the alien kid? What's he doing here?"

"Guess Servantis ended up revealing a portion of the plan," Cass whispered. "We have to be more careful now that the Plumbers are catching on." Her eyes drifted on over Ceres, who was drying her forehead with a towel. "Especially when they're led by someone like her."

 **After school**

"So, where are we going again?" Kevin asked, still sore from his thrashing with Cass.

"My father decided to invite us all out to dinner," Weiss reiterated for the umpteenth time. "I swear, you need to fill out your calendar app more."

"It's less 'encoding failure' and more 'this is so last minute I barely had time to register what's going on'," Kevin spat back.

"What, did Cass knock out the last remains of your brain cells?" Weiss smugly replied.

"Oh, roasted," Doppler quipped.

"Shut it, you metallic booger," Kevin hissed.

"I'm just happy we get free food!" Kylie cheered, hoping to break up the argument. "I've heard the calamari here is yummy. What about you guys, what are you gonna get?" Kylie turned to see Ben and Ruby, looking over the menu on one of their scrolls.

"All this... _heavenly_ food..." Ben closed his eyes as imagined feasting on whatever a red snapper was.

"Oh my god, _they have lobster,_ " Ruby babbled, salivating the most.

Blake's eyes went wide. "Fiiiiiish..."

"I'll probably split with Blake," Yang snickered. "Blake's got eyes the size of dinner plates. Just not the stomach."

"I could go for some good wine," Ceres replied. "I'm in one of those moods where I want my beauty to be the talk of the room."

"I will stick with something small," Rook added. "The cafeteria food is quite something."

"You had a few meatball subs, dude," Kevin snickered. "I'm sure that's more than something."

Rook was about to retort when Weiss interrupted him.

"What's going on over there?" Her attention was turned towards the town square, where a bunch of people had crowded around a brawl. The two fighters were REALLY going at it, if the sounds of property damage was anything to go by.

"Ooooh!" Ruby gasped, before she and Ben sped their way across the street.

"Hey! Get back here!" Weiss hissed. "I'd like to be punctual, you know!"

Ben and Ruby shoved their way through the crowd to get the best possible view. The sounds of blades collided with one and other, and the air was dry with a sense of resolve...the two finally reached the center to see-

"Is that your Uncle Qrow?" Ben asked as he watched the man deliver three heavy slashes to his opponent's sword.

"YEAH IT IS!" Ruby cheered. "GET HIS ASS!"

Ben glanced over at Qrow's sparing partner; the man in question had short dark brown hair and a soul patch. He wore a pair of cool sunglasses and a battle-suit colored with different shades of green. Without even knowing his name, Ben could tell he was a 'cool and stoic' guy. His pair of katana blades only added to his badass demeanor.

Both were evenly matched, blocking each other's attacks and countering carefully. Qrow skidded to a side, looking to 'joust' at Sunglasses. Qrow propelled himself at the guy, but his opponent was quickly able to dodge. He slammed his two blades together, causing them to resonate, which somehow caused Qrow's blade to repel away from the fight, into the crowd...and nearly stab Ben through the face. Ben _shrieked_ as the blade stopped between his eyes.

"Whoops," Qrow said half-heartedly, turning around.

"You're off your game today," Sunglasses said coolly.

"I'm just getting started, actually!" Qrow sneered, as Harbinger collapsed from its sword form into its scythe form-

"BRANWEN!"

Qrow looked behind him to see General Ironwood standing in the crowd, his assistant beside him.

"Ohhhh, boy." Qrow huffed. "Fight's over, people! Go on your merry way!"

The crowd quickly dispersed as 1) hey, that dude almost stabbed a bystander's head and 2) THAT'S IRONWOOD IN THE CROWD.

"What the hell do you think you're doing?" Ironwood snapped, his voice filled with scorn.

"Hey, don't look at me. _He_ started it." Qrow jabbed his thumb to Sunglasses, who was quietly folding up his blades.

Ironwood frowned. "Is that true, Agent Six?"

"Perhaps. All I know is that he's paying for drinks." The agent smirked, as the rest of the group walked over.

"Father?" Weiss asked. "What's going on here?"

"Nothing, just Branwen again," Ironwood huffed.

"Seriously? Must you two do this every time we meet?" Weiss sighed.

Qrow glared daggers at Weiss. "Quiet, you."

"Mr. Branwen," Ironwood's assistant interjected. "If you won't hold your tongue, then I will gladly remove it for you."

Qrow huffed. "You Atlas Specialists think you're so special, don't you?"

"Ooooh, shit," Ben whispered, nudging Ruby. "Everyone here is getting _sassy_."

"Now, come on, we have plans," the assistant said, turning away. "We musn't delay the restaurant any longer."

"Jeez, she's just like Weiss," Yang joked.

Kylie turned to Yang, a befuddled look painted on her face. "Yang, that's her older sister."

"... _oh._ " Yang blinked. "I knew that."

"...you didn't, did you?"

"Yeahhhhh..."

Ben fell back and regrouped with Weiss. "So, who's this Six guy?"

"Oh, Agent Six?" she said. "He's my parent's bodyguard. He's a bit quiet. Nice, but quiet. I think he used to be the leader of an Atlesian team known as the Ace-Ops before he stepped down to take care of some personal business."

"Interesting," Ben commented. "But what's the history with Qrow?"

"Oh, that? They're drinking buddies, I think." Weiss made a weird motion with her hand. "It's ambiguous."

The restaurant was one of the fanciest places Ben had ever been. Forget every restaurant he was forced into wearing a collared shirt and black slacks for, this was true luxury!

Ben smiled as he took in a whiff of the fantastic Prosciutto he was being served. "If I don't eat all of it now, I'll just have Eatle chomp on it later."

"Seriously? Not even gonna savor it?" Ruby asked, tearing into her lobster.

"I do! I just don't want to reheat it or something," Ben told her.

"I don't think you just reheat Prosciutto, dude," Ceres said, enjoying a fancy beef dish.

"I mean, you possibly could," Kylie argued. "It'd just be really weird."

"Here's another question," Kevin added. "Because of the way Prosciutto is prepared, do I have to wait another 18 months to eat it again? That's not really a good way to save leftovers."

"That does not sound real," Yang joked. "Wouldn't the meat spoil?"

"I mean, there's some meats that take up to 9 months to cure, but I don't think it would be as good," Kevin said.

"...then why would you say 18?" Rook asked despite himself.

"Because that's the default time, I don't want 'rushed' meat, I want the good stuff!" Kevin spat back.

"...yeah, this is why I'm a pescatarian," Blake added, sipping her wine.

"Isn't that a religious thing?" Ceres asked. When Blake gave her a strange look, she defended herself. "I know next to nothing about Christianity. Don't they worship a fish symbol?"

Winter stared at the group, utterly baffled by the topic at hand. "I...what?"

"Ignore them," Weiss huffed, sipping her coffee. She side eyed the "adult" side of the table. Ironwood looked pained as a tipsy Qrow ranted about some mission he just went on, while Six sat there and listened quietly. "Let's just try to have some dinner in peace."

On the other side of the world, Salem and her followers were seated at the table. A few seats were left open, with Salem patiently waiting for their arrival. Albedo and Viktor were seated closest to her, looking over some basic calculations for Watts.

"I believe these coefficients should suffice whatever you're trying to accomplish," Albedo stated.

"The blueprints also look in order. I will help you proceed with the process later on." Viktor removed his glasses and started organizing the papers.

"Thank you," Arthur said, collecting his papers. "It helps to have some more brains than brawn amongst us."

Hazel quietly huffed from across the table. Suddenly, a red, blood-like portal opened up, and Cinder, Cass, Mercury, Hope, Neo, and Emerald stepped out of it.

"I apologize for being late." Cinder bowed before her mistress. "We were...making arrangements."

Salem raised an eyebrow. "So they arrived."

"Indeed they did," Cass said, pulling up a chair next to Cinder. "Tennyson caused a bit of a scene today. That was interesting."

Zs'skayr appeared behind Salem and smiled. "He has arrived..."

Salem nodded. "Yes. Tennyson is going to be especially troublesome-"

"No, no...our straggler..."

The doors at the end of the hall suddenly opened up, and a disheveled Tyrian sauntered in. Everyone in the room stared at him, disgusted at his state. He was covered in blood stains and grime and sweat, among other things. Neo hid behind Albedo upon seeing the crazy bastard.

Suddenly, Tyrian leapt up on the table, dashing across the thing in record time...right before falling to his knees once he was in front of Salem, both hands flat on the table and his head bowed.

"I'm sorry," Tyrian whimpered. "She'll forgive me. Pleeeease..."

"Your task - were you successful?" Salem asked.

"...n-no..." Tyrian whined.

"...then get out of my sight," Salem declared. "I'll forgive you in due ti-"

Tyrian _screamed_ as he hacked and slashed Salem apart. The others gasped as Salem stayed perfectly still. Her wounds slowly started to heal, her red eyes boring into Tyrian's own.

"Perhaps you should spend some time in the Dollhouse." Salem sighed as she snapped her fingers. A red portal appeared beneath Tyrian's feet, and he fell through it, into the unknown...

Salem raised her glass of wine up, as did the others. "A toast." She smiled. "To the end of all things. I hope you can all watch the world devour itself in its pain."

Suddenly, the large doors at the other side of the room opened up again...and _he_ walked in. The man was donned in cold, black metal armor, partially inspired by medieval European knights, along with a long red cape.

"Ah." Salem grinned. "So you've come to join us, have you?"

"I've only come to have the confirmation Tennyson and the others are at Beacon," the iron clad man hissed.

"I can confirm that he _is_ at Beacon," Cass replied. "I saw him today on the training grounds. Bit of a show off."

"Good," the man said as he sat down.

"Who is this dude?" Mercury whispered, nudging Emerald.

"That's the Forever Knight," Emerald said quietly. "He just showed up here a few days ago. He made a good impression with Salem, and now we're his 'squires' or something."

"Seriously? Now we have to deal with Clockwork Orange and Tin Can?" Mercury huffed. "This sucks."

"Is something bothering you, Mercury?" the Forever Knight asked. Mercury froze up as his eyes darted over to the knight.

"Uh, no. Not at all." Mercury said quickly. Despite all his rage, he was still a bird in Salem's gilded cage. Part of him wanted to scream out at all the injustice...but even then, what good would that do him?

The world was going to die. Might as well die mad with it.

* * *

I hope you all enjoyed the first chapter of Season 4. I encourage all of you to leave a review, just so we can gage on what to focus on next for Season 5 or other episodes.


	40. The Blanket Fort

It's my birthday today, so, I decided to just post this fun little thing I wrote with my boyfriend on valentine's day. Expect more of these in the future~

* * *

Ben glared at the rain pounding on his living room window. He and Ruby had plans to go out for the day, but the weather decided otherwise. Ben sighed loudly, slumping into the couch.

...although he felt like he was forgetting something-OH SHIT RUBY WAS STILL OUTSIDE!

The second he realized that, he heard pounding against his front door.

"BEN!" Ruby screamed as she desperately tried to get inside. The two had been outside for just a moment and then in the next Ben was back inside and she stuck in the middle of a storm, and good god was she not dealing with another cold.

"Lemme in, lemme in, lemme iiiiin!"

"SHIT!" Ben immediately opened the door and Ruby darted into the room. Scatterings of rose petals flew behind her as she rushed towards the fireplace. Her body quickly curled up close to the fire, rubbing her arms to keep warm.

"...please don't kill me," Ben weakly squeaked, slowly approaching the fireplace.

"I-I-I soooooo want to right now!" Ruby shivered out as she tried to curl her hood around herself.

"Do...do you need a change of clothes?" Ben asked. "I can put yours in the dryer or something."

"Y-Yeah." Ruby just slowly got up, still dripping water onto the floor, but less so than earlier.

"Just slip into a bathroom and I'll hand you some of my old clothes," Ben instructed her. "I think they'll fit you."

Ruby quickly got up, still shivering, but quickly made her way upstairs to the bathroom. If one could hear closely, the sound of a loud "A-CHOO!" could be heard as the cold hit her hard.

"...well, shit. She's gonna kill me," Ben sighed as he grabbed some old jeans and a thin t-shirt. He held it up; the graphic on the front was a fairly popular cartoon mascot. It looked like it could fit Ruby well enough.

After taking a moment to get herself changed, the sound of the shower turning on could be heard. Ruby, still wanting to keep herself warm, decided that she would at least have a quick bath before putting on whatever Ben had for her. It seemed only fair.

Ben awkwardly sat downstairs, waiting for Ruby to finish. He really screwed up this time. Like, _big time_. There was no simple 'hug and make up' to a situation like this. Ben had to find a solution, and quick-

-his eyes drifted over to a blanket.

It was a fairly large one for the most part, one that could easily be compared to a king-size duvet cover...and Ben got a brilliant idea. One that would need multiple blankets.

Ben immediately rushed over to a closet in the hallway and dragged out every single blanket inside. He took a deep breath and quickly got to work on his masterpiece.

Ruby, meanwhile, had finished part of her shower and could sort of hear sounds of someone moving downstairs; for the most part she assumed Ben was grabbing some stuff.

Ben eventually heard the shower shut off, and walked upstairs to the bathroom door. He knocked, the bundle of clothes in his arms.

Ruby quickly looked toward the door before opening it lightly, clad in nothing but a towel. "You got the stuff?" she joked, putting on a slightly gruff voice.

"Yeah, I guess."

Ruby looked down to see...what she assumed to be Ben, holding her spare clothes. The alien in question was small, red, and bore a close resemblance to a gremlin or imp. He was small in stature and wore a cute little aviator suit.

Ruby just giggled at the cute lil' mascot on the front of Ben's old t-shirt before quickly taking the clothes. "No peeking, OK? Yang would actually kill you."

"What? I'm focused on something else right now." Ben grinned as he scurried back downstairs.

Ruby could clearly hear the chaos that was going on downstairs. It sounded like...Ben was...breaking a lot of shit.

"Uhhhh...?" Ruby decided to do the most logical thing and tried to ignore the noise until she was done changing. If it was anything that would get him in trouble then that was on him, though her mind _did_ wonder at the possibilities. Perhaps he was breaking stuff on purpose to divert her attention? Or maybe he was mad? Or maybe it was something even _worse?_

Nah, he had his reasons. Ruby just shrugged and got back to drying her hair and changing.

...of course the more shit she heard breaking, the more her anxiety seemed to spike.

"Uh, Ben? There isn't anyone currently in the house trying to break stuff, right?" she asked as she poked her head out into the hallway.

"What? No! I'm trying to make something!" Ben yelled back. "Don't come down yet!"

"I'm comin' down!" Ruby exclaimed, her anxiety having peaked as she started to slowly walk down the stairs, unsure as to what the heck he was doing and why he needed to break more things than usual.

Ruby came downstairs to a literal building of blankets. This was no blanket fort, like the ones she and Yang made when they were kids. This was a blanket FORTRESS.

"Ah!" the gremlin gasped, holding some random pieces of tech. "I told you not to come down yet! I'm still building stuff!"

"Ben...?" Ruby's eyes had widened to the size of saucers, taking in the blanket fortress before her.

"...yes?"

"Whaaaaat the hell is this?!" She was excited, confused, and really, _really_ into this.

"I, uh, took apart some stuff," Ben responded awkwardly. "This form is called Jury Rigg, and he's great at building stuff, so, uh..." Ben quickly put together the two pieces of technology in his hands and set it down. "I made a fort."

"You made a fort in the middle of the living room." Ruby was still slack jawed, though her tone of voice betrayed her.

"Yeah, I did." Ben grinned sheepishly. "You wanna come in?"

"HOLY SHIT DO I?" Ruby yelled as she bolted towards it. She was curious to see if Ben was able to do the age old Doctor Who technique of making it bigger on the inside.

"Yeah, Jury Rigg has a tendency to overdo everything," Ben explained as he jumped onto one of the support chairs.

Ruby looked around for the entrance and let out a soft hum. "Come oooon, where's the door to this place?"

Ben disappeared from view, and just as suddenly peered out from one of the blankets, sticking his tiny face out. "Through here!"

And just like that Ruby rushed her way inside, spiralling through the blanket fort and quickly landing on the soft, comfy interior that already gave her a sense of warmth.

"You like?" Ben asked.

"Oh my goooood, this is amazing!" Ruby grinned as she started to roll across the blankets.

"I'll take that as a yes." Ben smiled as he started to set up the little contraption he had just made.

"Eh?" She quickly looked up, wondering what Ben was trying to do but ultimately still focused on the very fluffy floor.

"I hope this one doesn't shoot lasers," Ben mumbled to himself.

Ruby gave Ben a strange look. "What?"

"Long story. Let's just say that Kevin's hair regrew faster than expected," Ben snickered.

Ruby snickered along with him before looking over the contraption in question. "So, what's it supposed to do?"

"You'll see." Ben grinned as he plugged in his phone. Suddenly, a projection of Toy Story shot out from the device and started to play on a single white sheet Ben had set up.

Ruby's eyes widened as she watched the beginning of one of her beloved childhood movies. "Oh my gosh, Ben!"

"Listen. The next time a storm comes around, you can totally lock me outside," Ben joked as he joined Ruby, happily snuggling his small body underneath a bunch of blankets.

Ruby laughed as she quickly started to wrap herself up in the blankets before letting out a soft sigh. "Ahhh, this is so good..."

"It's even better for me." Ben grinned, his little gremlin body starting to warm up.

"You tease." She laughed a little more before moving closer to the small alien. His body heat was surprisingly toasty, and he warmed the area around him easily.

"Shame about our plans for today," Ben sighed. "Honestly kind of wanted to do paintball."

"Listen, we got plenty of time to do paintball later...and besides, I kinda like just doing this." Ruby giggled before putting an arm around him, pulling him a little bit closer.

Ben blushed, cuddling against Ruby and getting lost in the movie.


	41. Kevin Puts His Health at Risk

Usually when there was a crowd gathered around a certain table in the Plumbers HQ, Weiss had learned something stupid was about to happen. Or legendary. One time she came into the room to see Ben and Ruby dueling with these strange metal tops, and that was unexpectedly entertaining.

Well, entertaining until they 'ripped too hard' and the tops somehow managed to get embedded in the walls of HQ.

(Weiss stared at the still stuck top. No one had managed to get it out. Perhaps it would still be here when she was older.)

But from the second she saw Kevin, a stack of bills on the table, and a single bottle of barbecue sauce, she knew stupid wouldn't be a strong enough word to describe what was happening.

Weiss joined the crowd and stood next to Kylie. "Debrief me," she sighed.

"As you know, Ben likes to make stupid bets," Kylie explained.

"Uh huh..."

"He found an bottle of unopened barbecue sauce upstairs, and then bet Kevin $100 that he couldn't drink all of it in one minute," she went on.

"...uh huh."

"Kevin immediately took that bet."

"As he usually does. So, is Ben gonna lose $100?" Weiss asked tiredly.

Kylie shrugged. "Probably."

Kevin cracked his neck and fingers as he stared at the bottle. "Let's do this," he said, grinning.

Ben nervously shifted in his seat and held up his phone. Weiss could see the timer on the screen, Ben's thumb hovering over the 'start' button. "Uh...3...2...1...go?"

Kevin immediately popped the cap off the bottle, licked his lips, and started to chug. The crowd fell silent, as Kevin paused to swallow and take a deep breath-

And smirked. "You're fucked," he crowed, making Ben huff angrily. The crowd cheered as Kevin easily finished off the rest of the barbecue sauce. He slammed down the bottle and yelled, the crowd chanting his name.

"Wait!" someone in the crowd exclaimed. "What's the time?"

Ben groaned and showed the nearest person. "15 seconds flat!" Lev shouted back, making the crowd roar again.

"Well, that's done with," Weiss said as the noise around her continued. "Now, how about we move on and-"

"I got another bet for you!" one of the other Plumbers butted in. "I bet you...$500-"

"Oh Jesus Christ," Kylie grumbled. "He's not walking away from that."

"$500 says you can't eat twelve of these lava cakes." The plumber grinned as several other people began bringing Kevin the meal. It was today's dessert and, arguably, one of the most sought after items on the Plumber cafeteria menu. Weiss had tasted one before and loved its decadent flavor. But one lava cake had been enough to fill her up, how could Kevin possibly eat twelve?

Kevin took a sip of his water and grinned. "I'll take that bet. And, if I win, you guys gotta handle my cleaning duties for the next month."

The crowd around Kevin started to oooh, but the pretty Navajo Plumber just smirked. "In your dreams, kid."

Kylie shook her head before walking over to Kevin. "Keys," she said, stretching out her hand.

"Huh?"

"Keys. I can tell you're gonna be too sick to drive home today." Kylie suddenly frowned. "Also, I recommend using Rush to run some laps around town after you recover. Those cakes are pretty high in calories."

"Yeah, yeah." Kevin rolled his eyes as he handed Kylie the keys to 'Highway Star'. She swung the key ring around her finger, walking away.

"Where are you going?" Weiss asked, following her.

"To go to the store and buy a bunch of Tums. I know he's gonna need those today." Kylie sighed. "Make sure my brother doesn't die, okay?"

Weiss grimaced. "I'm not sure I can keep that promise."

"Oh, and make sure he gets enough water," Kylie added. "Those lava cakes are great but _that_ much chocolate is gonna dehydrate you."

"Understood. See you later." With that, Weiss went to get some more water at the vending machine.

Kevin stared down at the sea of lava cakes before him. Yes, they were amazingly tasty. It was perfect with vanilla ice cream and some whip cream, and it would either have melted chocolate or nutella in the center. God, these Plumbers were spoiled.

...Kevin could only anticipate the stomachache he'd have later. But for $500? It would be _worth it_.

Kevin picked up the first of many delicious treats and bit into it. It tasted a little strange, thanks to the tangy aftertaste of the barbecue sauce. Kevin paused, and then glared at the Plumber who made that bet.

"You set me up, didn't you?" Kevin hissed.

"Maybe I did, maybe I didn't," the Plumber taunted, her lips pulled into a teasing smirk.

"...you're totally losing now," Kevin declared, as he started to shove lava cake after lava cake in his mouth. The joy on the woman's face slowly morphed into horror as Kevin steadily scarfed them down.

Eight left; Kevin could feel his insides _scream_ in pain.

Six left; Kevin was starting to grow faint.

Three left; Kevin's vision was starting to blur.

Two left; Kevin could barely make out the sounds of the people cheering...

One left; Kevin swore he saw Jesus.

And then, Kevin finished the last dessert. He weakly threw up his arms, and the crowd exploded into applause.

"D-did I do good, Jesus?" Kevin asked the illusion.

"I'm starting to get concerned about your health, dude," Jesus groaned. "Like, _me_ , calm the heck down."

"I have no regrets," Kevin mumbled.

Jesus Christ shook his head. "Of course you don't," he muttered, fading away.

The Plumber begrudgingly set down $500 on the table. She shook her head, locks of black hair falling out of her messy bun, before she and her friends walked off grumbling. Kevin just sat there, frozen like a statue. His eyes were blank and his face was stained with chocolate. Weiss walked back over with her arms full of water bottles.

"You ok?" she asked hesitantly.

"I think I'm going blind," Kevin moaned. "I'm not doing anything stupid for a _week_."

That was, of course, a hollow promise.

Lev quickly walked over, twelve boxes of the McDonald's McRib in his arms. Kevin looked at him, and Lev gave him a smile that showed nearly all his pearly-white fanged teeth.

"I'll gladly double your winnings if you can eat all of these," he declared.

"Lev, don't enable him!" Weiss snapped.

"...I'll do it." Kevin huffed, as he went to eat the first...

Kylie stood there for a solid minute, taking in the scene before her. Two half eaten McRibs were thrown on the ground, several empty plates covered the table, and the scent of what only could be described as Death hung in the air.

" _Goddamn it, Kevin_ ," Kylie said darkly. She walked to the nearest bathroom- she could hear a retching sound inside. She peered in to see Kevin, throwing up in a toilet, and Weiss holding his hair back and looking away.

"Did Lev do the McRib thing again?" Kylie asked, raising an eyebrow.

Weiss looked alarmed at the word 'again'. "How did you know?"

"He does this all the time," she explained. "And it's always at the worst possible time."

"Hey." Lev poked his head in and frowned. "It's the best time for me cause I know I'll win."

Kylie paused to think about that. "You know what? Fair point."


	42. Lies We Tell

I'm just moving some sidestories over from one place to the other. This is gonna be where the side chapters are gonna be uploaded from now on.

* * *

When Ceres got a call from her teammate, she suspected something was wrong. The panic in Kylie's voice made her jump from her lab table and run into the car the Plumbers had lent her. Ceres then drove like a madwoman to Kylie's location. Where was that, exactly?

A fucking mall.

There was something weird about all this. Normally, Kylie would've called one of her moms, or her brother. Ceres was, at best, the fourth emergency contact on Kylie's phone. The two of them didn't interact much outside of work, so for Ceres to get a call at all was strange.

Kylie was the only other girl in Zeta Squad, and she and Ceres were very different in every way; Kylie was short and stout, while Ceres was tall and muscular. Kylie's gas generation ability was made for defense and support, while Ceres' blue flames were an entirely offensive force. Kylie was also chatty and social, while Ceres kept to herself. (In time she'd open up, but for now she had to appear professional-ish). But aside from that, they got along pretty well.

Still didn't answer why Kylie called Ceres of all people for help.

But, being the team mom she was, she just knew Kylie needed some help.

Ceres roamed through the mall, taking in the cavernous halls and brightly-colored store interiors. She'd only been to this mall a few times, mainly to accompany Rook and Ben for a 'crash course' on Earth culture. She pulled out her phone and scrolled to Kylie's contact in her text messages. Their messages to one and other were fairly rare, nearly all of them professional and formal.

Ceres: Hey, where are you?  
Kylie: 1st floor bathroom nearby guess and gap 4th stall

Ceres sighed and made her way down to the first floor. While it sucked not having context, she still wanted to make sure Kylie was okay.

Plus, if someone had hurt Kylie in any way, Ceres was going to personally punch them in the face.

A lot. Sending them to the hospital was mandatory.

"Kylie?" Ceres said, walking into the bathroom. She heard some quiet stirring in the fourth stall, prompting her to walk over. Ceres knocked on the door twice, and the stall opened just enough to see Kylie's distressed face. The poor thing looked relieved to see Ceres.

"Hey," Kylie said, her voice quivering. "Uh...can you...take me home?"

Ceres paused for a moment, then shrugged. "Alright," she sighed, and the two walked out of the bathroom. Kylie was especially demure, hiding behind Ceres' back as the two walked back to her car in silence.

Usually Kylie was a bright, skilled jokester, whose specific set of skills helped the crew out tremendously on missions. Not to mention she was always open with her personal experiences and often formulated plans for the group to hang out when they had time. It was unnerving to see her so quiet and shy.

Ceres had an inkling about what happened. When Zeta Squad got done with training for the day, Kylie had mentioned she was going to go downtown with her friends. Ceres figured her friends either embarrassed her, or ditched her, or something else that made the poor girl so upset.

Kylie quickly got in the back of Ceres' car. Ceres got behind the steering wheel, but didn't start up the car just yet.

"So," Ceres began, using the rearview mirror to look at Kylie. "What happened?"

She didn't say anything.

"Kylie. I'm just trying to help you," Ceres said, concerned. "You can talk to me."

She stayed silent.

"Well, hopefully one of your moms can sort this mess out." Ceres gave a dejected sigh and reached for her key fob.

That got Kylie talking. "You can't tell them!" she blurted out.

Ceres adjusted her rearview mirror so it better faced Kylie. "And why can't I do that?"

"I...I don't want them to worry about me, ok?" she huffed. "They've got a lot of stuff going on and I don't want to get in the mix."

"Then what happened with your friends?" Ceres asked, raising an eyebrow.

"...I lied," Kylie admitted. "I wasn't out with friends. I was by myself."

Ceres gave her a questioning look. "Why be so vocal about a lie, Kylie?"

"Well, I'm not really lying," she said, voice small. "Most of my friends are online. I don't have many in real life ones. I just lie to make my parents worry less about me. They've got a lot on their plate already."

"What about Weiss? Isn't she a real life friend?" Ceres pointed out.

Kylie looked away. "I don't want to bother her. She's busy."

"I see." Ceres started up the car. "Wanna get something to eat?"

"...I guess," Kylie said, avoiding eye contact.

-

Ceres had, admittedly, not been to many restaurants on Earth. Archimedean meals heavily used different herbs and spices for complex flavors, and Earth food couldn't always compare. And nothing on the restaurant menu sounded appealing or was just really greasy. But hey, might as well order the same thing as Kylie. She looked like she knew what she was doing.

The two girls sat in silence for a few minutes. Kylie looked like she was still a mess. Ceres stirred her soda with her straw and waited.

"I'm sorry for lying," Kylie said eventually, setting down her drink.

"You have nothing to apologize for," Ceres told her, crossing her arms on the table and leaning into them.

"...I just have all these anxieties, you know? It's weird to explain, but it's almost like if I don't see a person regularly, I feel like I kinda have to re-learn that person, or win them over again." Kylie sighed and slumped in her booth. "It's been a big fear I've had ever since Weiss and I started talking less and less. I really don't want us to drift apart."

"I get it," Ceres reassured her. "Just...next time, if you want to go out, call me. I'd be happy to come along."

Kylie's face lit up. "R-really?"

"Yeah, I've been meaning to get to know all of you better," Ceres told her honestly. "...and I still need to learn my way around this town."

Kylie grinned. "I'd be happy to help out with that."

Ceres smiled back. "I'm glad to hear that."

Just then, the food came. Kylie and Ceres stared down at what appeared to be Coney Island's 'Shrodinger's Chicken Fingers'; it was simultaneously soggy and not soggy.

"...we should've gone to Burger Shack," Ceres grumbled.

"We really should have," Kylie agreed.


	43. The Debate Team's Secret Weapon

"And in conclusion," the speaker droned on, "while adolescence is a time of 'emotional and psychological transformations', girls need to be reminded to give equal value to other important aspects of themselves, such as personality, inner strengths, mental aptitudes, and artistic and musical talents, which contribute to overall self-image. All such things are their choice, and the adults are just trying to improve their self esteem in any way they can. Body image is a choice, not a mandate."

The crowd gave a lukewarm clap. There were a few notable cries that were louder than the rest of the audience- probably relatives of the boy, all dressed up in a snooty manner.

Let's talk about this boy in question, for just a few seconds- on the surface, he appeared to be incredibly intelligent, when in fact he'd just listed off some basic level knowledge that somewhat adhered to the concept. The issue was he was quick witted and sounded smart with his obnoxiously nasally voice. Thanks to this, the boy was articulate in his speech, and some could say he had some excellent points in his debate to win over the crowd and some judges.

...well, he didn't get Ben and Ruby's vote. If the boy knew the two, I'm sure his feelings would be rather hurt.

"That was bullshit," Ruby grumbled.

"Are you saying that from your own predetermined opinions," Ben asked, "or because that guy isn't from Beacon?"

"What makes you think that last part?" Ruby asked, an eyebrow raised. He gestured to her current get up- a Beacon t-shirt with her usual skirt. She scoffed, offended. "Can't a girl have pride for her school?"

Ben rolled his eyes. "I don't even know why you wanted me to come here. This whole debate has been pretty slow."

"I know, I know," Ruby sighed, cheeks pink with embarrassment. "Not really a fun way to spend a Saturday."

Ben sighed tiredly. "Listen- debate club is just the drama club for kids who wanna be president. I'm one hundred percent certain I'll hear that kid's name in the news for a war crime or some big sex scandal when he's a politician."

Ruby's jaw dropped. "That was a _**harsh**_ cut, dude."

Ben shrugged. "Gwen's words, not mine. Believe me, that's _my_ censored version of her 10 page rant on her debate club experience."

"Well, uh...I can promise you this: things are about to get _spicy,_ " Ruby told him, smiling slyly.

"And why should I trust you?" Ben said, raising an eyebrow.

"I think the president of the Beacon debate team is about to show up," Ruby whispered, motioning to the group. Ben knew at least two of them- one of them was Yatsuhashi Daichi, a member of CFVY and Velvet's teammate, and the other was Blake. She'd made some passionate arguments earlier, and the lay judge was particularly impressed with her use of sources.

(In reality, she just panicked at the last minute and assembled notes from the first three links that popped up on Google.)

From his seat in the front, Ben could hear the team's discussion:

"I think it's time we let _her_ raise hell, guys," a bespectacled student argued.

A blue haired girl gasped. "And let her destroy him!? He's just a kid!"

"I'm with Medi," Yatsuhashi said, crossing his buff arms. "The kid's young and cocky. He'll get verbally destroyed at other competitions."

"He's also a kid who probably just convinced the lay judge to condone body shaming," Blake hissed. "Do you want to take home a win, or do you want to be the group that lost because some dude mansplained?"

"...Blake's right," the kid with glasses said. "We have to use the nuclear option."

"God help us all," Yatsuhashi murmured.

"God will have nothing to do with her," Blake declared, pulling out her scroll. "We created the monster. We have to take responsibility for the wake of destruction she'll leave."

"I think I'll go to a confessional after all is said and done," Medi said, feeling guilty. Blake texted the president three words-

 _We need you._

The air went dead silent. The non-Beacon side of the room could feel an oppressive sense of existential dread hanging over them. The atmosphere was suffocating and scary- so why the hell was the Beacon side whispering fervently, like something big was about to happen?

Someone loudly kicked the doors open. Ben and Ruby swiveled their heads around to see someone standing in the doorway- her outfit consisted of a white, double-breasted pea coat with black piping, cuffs, and buttons over a white, pleated full skirt with black lace trim. She wore a pair of glasses and her hair was done up in a messy but cute ponytail.

Ben had to do a double take. "Is that-"

Ruby grinned. "Yep. That's Yang."

"H-how the- when the-" Ben sputtered. "WHEN DID SHE BECOME A MASTER DEBATER?!"

"Do you _hear_ yourself sometimes, dude?" Yang asked, walking past them without missing a beat.

Ben went red in the face and tried to hide in his hoodie. Ruby patted him on the back in pity… while also trying not to giggle.

Yang strolled on up to her debate team, tilting down her glasses with her pointer finger. "So, what are we dealing with?"

Blake turned to look at the other team. "A wannabe reactionary pundit with just above-average intellect."

"Quick draw kind or just obnoxious?"

"Mix of both," Medi answered, frowning heavily. "With a cherry on top."

"Oooh, a devil's advocate?" Yang smirked. "Gimme two minutes. I'll tear this guy apart."

"What is with this late arrival?!" one of the members on the opposing side whined. "This is cheating! She probably had more time to assemble note cards based on the topic!"

Yang gave a sly smirk. "I don't _use_ cards, kid."

The kid's face turned pale. "I-impossible..."

"And honestly? I haven't heard a single word of whatever you guys are debating." Yang grinned. "I've just been doing pen tricks in the other room."

The boy who had been up at the podium rolled his eyes. "So what? That supposed to scare us? You're just sounding more and more like an incompotent representative for your team. As expected," he scoffed.

Yang's eyes turned from purple to red. "Excuse me?" she asked, something dark and dangerous in her tone.

The boy turned deathly pale and, in a brain glitch, ate his own cards.

Why?

 _Because Yang willed him to._

"Now, judge," Yang said, turning her predatory gaze to the front. "Are you okay with _**theory?**_ "

It was OVER for those hoes.

"I can't believe you guys only won because the lay judge liked your outfits more than the other team," Ben commented later on, ice cream in hand.

"Not the first time it's happened, either," Yatsudachi added.

"We've been on the receiving end of that every now and again. When it happens to the other guys, it's bullshit. But when it happens to us?" the bespectacled student said.

"We're the goddamn gods of debates." Medi grinned as she happily devoured her ice cream in one bite.

"I'm gonna need more than ice cream after all of this," Ruby muttered darkly.

"God, what a mood," Ben agreed.


	44. Duped

Sorry for a late release.

* * *

"Welp, I fucked up," Ben announced as he entered the dorm, as Ruby looked up from her frustrating math homework (Mr. Debbaudt was a good guy but the man _really_ enjoyed torturing students).

"I'm not shocked," Ruby said, smirking. "But how so?"

"Well," Ben drawled. "Remember how you asked me to attend that 'lesson' with you today? With your teacher?"

"Yeah, why?"

"...I may have made other plans and I'm too scared to cancel _any_ of them," Ben admitted, his eyes darting away from Ruby.

"You idiot," Ruby said fondly.

"I know, I know," Ben sighed. "It just slipped my mind."

"Dare I ask what these other plans were?" Ruby wondered.

"One was a 'group therapy' thing Kylie wanted to do. I wasn't interested until she mentioned the possibility of pizza," Ben said.

"That sneaky bitch," Ruby cursed under her breath. "Alright, and the other?"

"Your sister wanted me to go clubbing with her, Ceres and Kevin. I wanted to seem cool, so..."

"You blindly accepted."

"Ahaha, yeah."

Ruby rolled her eyes. "Too bad there's only one of you. You gotta cancel two of the-"

Ben slapped his forehead. "Oh! Rightt!" He set down his bag and scrolled through the Omnitrix. Ruby perked up as she noticed Ben had a mischievous look in his eyes.

In a bright green flash, Ben was suddenly replaced by Echo Echo. He quickly split into three copies. All three aliens twisted the Omnitrix symbols on their backs 45 degrees. "Alright," one of them said. "Here goes. You two ready?" The other clones nodded. "3, 2, 1!"

They all slapped their Omnitrix symbols down. An especially bright green flash blinded Ruby, and she shook her head to get rid of the spots in her eyes. "Jeez, what was that all… about..." Ruby trailed off, rubbing her eyes.

"Hey, Ben?"

"Yeah?" three voices asked back.

" _...why?"_

Ben looked at his two identical copies and shrugged. "Cause why not?"

Ruby walked on over and carefully studied the two extra Bens. They both looked at her strangely as Ruby, without another word, slapped one of them.

"Ow!" The slapped Ben whined.

"Sorry, I had to make sure you were real," Ruby said, not at all sorry. "You have, like, 10 seconds to explain what's going on."

"Right, right," Ben said, nodding. "I used Echo Echo to clone myself."

"Yes, I get that part," Ruby said slowly. "That doesn't explain the clones."

"The Omnitrix has this exploitable glitch where I can make multiple clones of my human self," Ben explained.

"How exploitable?" Ruby asked.

"Well, I used this hack to cosplay the Hitachiin twins at the Bellwood Comic-Con..."

Suddenly, Kylie entered the dorm, more focused on something on her scroll. "Hey, did you guys know that Disney killed 5 dogs while filming Snow Bu-" She looked up to see the three Ben's and blinked. "Oh, you're doing this again?"

Ruby's eyes went wide. "Again?"

"Oh, yeah," one of the Bens said sheepishly, scratching the back of his head. "This isn't the first time we've done this."

"Yeah!" Kylie waltzed on over, pulling up a video on her scroll. "We've done this thing a bunch of times, mainly to fool people into thinking they'd captured Ben, getting him on missions when he's supposed to be studying for a test or whatever...or sometimes, this."

Ruby's eyes turned towards the screen. The video was of Kylie walking through her house. Given the motion of her phone, she seemed scared. She walked through a door, and suddenly, Ben popped out from the side.

He offered the camera a soda. "Want a Sprite Cranberry?" Kylie screamed as she started to run. A Ben that was buried underneath some pillows on a couch popped up and asked the same question. She ran down a hall, and more and more Ben's started popping up, asking her the same question, before it somehow ended with Kylie running down the street, with an army of Ben's calling out the same question over and over again.

Ruby was gobsmacked. "I-what- oh my God."

"So, you guys know what to do, right?" the main Ben asked.

"I'm gonna go hang out with Yang and the others tonight!" the more aggressive Ben declared, grinning.

"I'm gonna go with Kylie to that group therapy thing," the more sensitive Ben said.

"And I'm gonna go help Ruby train!" the main Ben announced.

"Well, I technically get the best deal because I get free pizza," the sensitive Ben responded, smiling lightly.

"Fuck, he's right," the aggressive Ben huffed.

"Lucky son of a bitch," the main Ben grumbled.

"Yeah, yeah, quit rubbing your ego. Come on." Kylie grabbed the arm of the sensitive Ben. "I wanna be the first one there so I can eat some breadsticks."

Ruby blinked, looking back to the main Ben. "I am still so lost."

"I know," Ben said, before he and Ruby departed for training.

The more aggressive Ben stood around awkwardly, before looking down at his phone. "Guess I can wait for the others to get here." He plopped himself down on the couch...and noticed Cardin, who was just sitting there, eyes wide and even more confused.

"What, you wanna fucking go?" the aggressive Ben hissed.

In her life, Kylie had so far been a part of two therapy groups. One was a community about collaborative authors, telling written stories of their lives. (Kylie had some trouble making hers sound believable; no one would believe a girl who fought monsters and aliens, after all.) It was great to meet all the various people who were so passionate about their craft. Their stories were important, and to this day Kylie was still thinking of them.

The other therapy group was a process group. They weren't just talking about their life and challenges, they were talking about each other's perspectives. Kylie got a glimpse of her impact on people and how they affected each other. Watching and engaging in it had genuinely impressed her.

However, Kylie never saw those people again, and it made her sad that they weren't in contact anymore. However, ever since then, she had built up quite a large friend group with the Plumbers and Huntresses, so she thought it'd be a good idea to just have a good group of friends to help talk about their issues.

...and mainly to help Weiss open up. She wasn't sure if this was a red flag or just normal behavior. Weiss had been on a depressive slump these past few days, ever since that dinner with her dad. She lost a few battles on the training field, was less responsive than usual, and got a B on an assignment...and didn't even bat an eye. Kylie automatically knew something was up.

She tried everything; talking casually to her, being friendly, smiling. Anything positive for pulling Weiss' out of her shell. When all that failed, she decided to do the group therapy thing. She got a few people involved; Blake, Ben, Rook, herself...people that Weiss could trust.

Kylie kept telling Weiss that they all felt the same about the group as she did, but she still couldn't shake the feeling that she was about to throw up everywhere.

So, Kylie decided to save Weiss for nearly last. It only made sense.

"I'd like to thank all of you for attending today," Kylie announced, looking around the room. Everyone was seated in a circle, relaxing in comfortable chairs. Weiss, however, looked tense, as if readying herself for an attack. "Don't worry; anything said in this room doesn't leave it. Nondisclosure agreement."

"Is that not typically for TV shows?" Rook asked sincerely.

"Yes, but in this case, I want everyone to feel safe. We won't discuss this with anyone else...therapists are not included, because, well, they're therapists," Kylie added.

"Understandable," Blake said, shrugging.

"So, Rook, care to start us off?"

He took a deep breath. "I fear my father has no respect for me or my ambitions."

Kylie expected Rook to say many things. That was not one of them. "What exactly makes you say that?"

"I suppose I should start with some background," Rook said. "Revonnah is a beautiful planet with multiple suns and colorful desert landscapes...but we have not come far with technology. We are in what humans called 'the Iron Age.' My hometown is especially struck with poverty, and I grew up rather poor. Ever since I was young, I could tell my father had an... _issue_ with me. I was far more proactive and positive than he was. He would frown whenever I would voice a thought, and I know this because he did it constantly while I was growing up. When making a decision together, my father always went behind my back and ignored my opinions, which was not only infuriating, but hurtful as well. He especially disdained the idea of me joining the Plumbers. He does not realize I did it for my family; the Plumbers give a large award for any first member of a species that joins, and I wanted to support them more than anything.

"My time here has even inspired my other siblings to go to the Plumbers as well, but my father forbids them; he...considers me a bad influence, a horrible older child. How am I supposed to make him realize how painful this is? I am just trying to give hope to my siblings, to my people."

"...wow."

"I...also find myself overwhelmed sometimes. Occasionally, I find the basic requirements of Plumbers very daunting. I do not seem to have the time or physical or mental energy to keep up with and do all the things that are needed. I live my life thinking that I am a few seconds away from disaster because I have missed something important. Even when I break things up into small steps, I am easily overwhelmed by it. I feel awful about myself, and I am making myself miserable. I am trying to have a happy, healthy life."

"Well, about your father," Sensitive Ben proposed, "it feels like he's in this mindset where he's restricting things from you because he thinks 'it's for the best' or, more precisely, 'it's in your best interest.' For the sake of perspective, though, while you may feel that your dad doesn't treat you like an adult, you need to remember that he and your mom have been adults themselves for a long time. As much as you expect them to respect your opinions and feelings, you'll have to respect the decisions they make. I'd show your dad that you're an adult. Sit down and talk with him about this."

Everyone gave the sensitive Ben a bewildered look. When did he become so...eloquent, so caring, so-

"Who are you and what have you done with Ben?" Rook demanded. He reached for his weapon. " _Where is my dumbass friend?!"_

"Uh, let's just...change topics real quick," Kylie called out, trying to regain focus. She took a deep breath as Rook put down the Proto-Tool, eyeing Ben suspiciously. "If you haven't been given the right direction, and now you don't have confidence in your ability to deal with what you do? You still need to pursue something; your lack of confidence in yourself could impede your ability to solve this on your own. It's a big first step to embrace yourself as you are. You are someone who has been thrown into life with no preparation in some way, and you want to find a way to enjoy life and find fulfillment. You can be all right with that and you can take the pressure off with the help of friends. We're all here for you, Rook. You're like the smart stepbrother of my family."

"And you _are_ a brother in mine," Ben said.

Rook gave them both a beatific smile.

"Mine is really, _really_ personal. You guys promise not to talk about this, right?" Blake asked tentatively.

Everyone nodded.

"...when I was younger, I was in an abusive relationship. I wish I had been afraid when I met him. If only I ran when I first saw the real...him," Blake began. "It was back in Kuo Kuana. I was forced to attend some status report with my parents about the recent White Fang raid to the Schnee Dust Mines, in the center of town. This was a shock, according to my dad; no one had dared to go back to Atlas following Sienna Khan stepping down."

Weiss felt queasy hearing 'White Fang' and 'Schnee Dust Mines', but she didn't react.

"Wait, why would you have to go to a meeting like that?" Ben asked.

"My father was one of the founding figures of the White Fang," Blake explained. "And...for a while, I was involved."

"And so was my mom," Kylie added.

For a moment, Ben felt like he was having an out of body experience. "That's... _wow."_

"We...found out a year ago," Weiss sighed. "I overreacted about it, and...a lot just happened. Thankfully, we're all better now."

"It was...just a lot to deal with...and then he took the stage. He spoke for a while about the mission; three of their leaders were kidnapped by ruthless human soldiers, all for trying to help the Faunus who were exploited and mistreated in the Dust mines. My first impression of him was that he was a good, capable leader."

Blake's face seemed to drop a bit.

"I was a stupid, _stupid_ kid back then. When I first joined, I didn't see the problem. He was happy to see me at my first meeting. We fought together, mission after mission. We saved and liberated Faunus from behind enemy lines. Being with him was like being in a storm, a riptide... I didn't see him transform into a hurricane. Maybe it was because... His words entered my mind and made me fall in love with him. From the very first day, he was manipulative. He arranged every word, every gesture, everything to make sure I was his little pet...And now ... _I wish I was afraid."_

"What...happened with this guy?"

Blake closed her eyes for a second. She remembered hearing the train whistle, and then a loud crunch-

"He and I are...no longer in contact, thankfully."

"I...I sometimes feel stressed, but not?" Ben wondered, brow furrowed. "I just feel like Atlas, but with the universe on my shoulders, not just Earth, and it makes me so tired but I can't get rid of it. And- And I feel like I have to be perfect almost all the time because I have the Omnitrix on my wrist and the whole universe seems to be watching my every move. I feel like I'm still a kid, that I shouldn't have this kind of stress, but it's still there and I feel like I have to grow up. I'm so stressed that I loop back into this weird calm state because I can't do anything about what causes me stress, at least not without losing myself in the process. And instead of finding a solution, I just mess around on YouTube because I don't know what else to do."

"I see."

"I...also just have this really big fear that sounded stupid at first, but it's been on my mind a lot," Ben went on. "When Ruby and I were kids, we went to this alternate future."

"...ok?" Kylie said, already confused about the direction this was going in.

"The timeline's version of Kevin willingly helped with this alien invasion of Earth instead of fighting against it. My future self told me you can't save everyone. For us, it was a big wake up call that...we just needed to save Kevin, no matter what. And we did, kinda. So, I put that thought to rest...but after Grandpa Max died..."

"His words are ringing more true than ever," Rook said quietly.

Ben nodded sadly.

Weiss took a deep breath, looking around the room. "You guys promise you won't let any of this out, right?"

"Of course." Kylie smiled softly. "We're all friends here. Friends who respect other's wishes."

"...well, I've been tense ever since this meeting I had with my sister a few days ago..." Weiss began.

 _"You're leaving?"_

 _In an elegant twilit pavilion area of ivy-covered pillars, rounded archways, and lion-decorated fountains, Weiss and her elder sister Winter were sitting at a small table with a plate full of croissants and strawberries. Needless to say, such a sweet moment was interrupted by bad news._

 _"Yes. I was merely needed to oversee the transport of additional units to Vale. Our last shipment was lost to an ambush from Torchwick," Winter explained._

 _Weiss sighed and looked down dejectedly. Winter grabbed her sister's hand reassuringly. "Weiss, you've done... well, out here, on your own. You should be proud."_

" _Thank you, Winter." Weiss smiled. "I think my skills have improved throughout this past year."_

" _Oh? Then what do you think you've learned?"_

" _What do you mean? I'm getting better and better with my glyphs! I've even started Time Dilation." Weiss beamed._

 _Winter stared intently at Weiss. "And what of your Summoning?"_

" _...You know I can't do that yet." Weiss avoided eye contact._

" _Don't be ridiculous. Every Schnee can Summon. We have for generations. It's hereditary."_

" _t's just... it's the one thing I've been having trouble with." Weiss frowned. "That's it."_

 _Winter shook her head. "If you fail to test the limits of what you think is possible, then you'll never truly grow."_

"That doesn't sound too bad," Ben said. "Your sister seems nice."

"I haven't gotten to the 'training'," Weiss said dejectedly.

 _Weiss pointed her Myrtenaster at the ground, creating a rotating glyph made of blade symbols. Winter hovered behind her._

 _"Excellent form! Now think of your fallen foes! The ones who forced you to push past where you were, and become who you are now," Winter appraised her. "Think of them, and watch as they come to your side."_

 _Weiss was trying her hardest to make the wobbling circle follow her will, but eventually dismissed it and stomped on the ground angrily. "I can't."_

 _Winter grabbed her shoulder. "Stop doubting yourself!"_

 _Weiss turned to face her sister. "Do you think I haven't been trying?"_

 _Winter frowned. "If this is what you call trying, then you have no hope of winning the tournament, let alone succeeding as a Huntress."_

 _Weiss broke eye contact with her sister, as Winter sighed. "I have to go soon. Six prefers me to be punctual."_

 _"As usual," Weiss sighed. Weiss attempted once more to create a summoning glyph, gritting her teeth until Winter placed a consoling hand on her shoulder. The glyph flickered and faded once more._

 _"I'll leave you with some words of wisdom I learned early on," Winter said softly. "Emotions can grant you strength. But you must never let them overpower you."_

 _Winter allowed her little sister a moment to absorb this information, before pulling her into a hug. "It was good to see you again, Weiss."_

 _Weiss didn't want to let go, and yet the professional half of her brain told her to do so. "It was good to see you as well."_

 _"Until next time." Winter smiled sadly as she walked out of the pavilion, leaving Weiss alone._

"...I can see where all that self-doubt came from," Ben sighed.

"...my last name used to mean genuine greatness, not the corrupted version my sperm donor turned it into," Weiss said caustically. "I won't change my name because I want it to mean something great again like it did when my grandfather was still alive. But my stepfather is a respected military man, and my older sister is rising in the ranks as well. I want to achieve status and illustriousness my way, but... I just feel like I don't live up to my potential. That I'll _never_ live up to it, and that everything I do to improve myself means nothing. And my thoughts just keep spiraling downward until the only thing I can think to do is watch dumb cat videos on YouTube."

"Mood," Ben agreed.

"I...feel kinda...ergh, you know? I can't quite vocalize it well enough. It's this weird mix of 'I need to improve' and 'I need to just cry'," Weiss went on.

Kylie lightly chuckled. "I've been there. It's just the worst, isn't it?"

"I'm very much new to it," Weiss said, cheeks pink.

"And that's why I formed this group in the first place," Kylie told her. "I want you all to feel comfortable sharing your feelings. It helps release any anxiety you may be having. It can also help improve communication between people. Keeping things bottled can be unhealthy and could lead to depression if you don't talk to someone; not everyone understands what you are going through, but opening up to others just to let your feelings out and vent about a problem that has been building is a great way to release all that tension that has been building up for so long."

Much later on, when the group had dismissed, Weiss decided to ask something that was on her mind.

"Kylie," Weiss said later on. "If you don't mind me asking...why did you form this group?"

Kylie's smile faded as she looked out the window. "It's...a story."

"We've got time to listen," Ben said reassuringly.

"...When I was five, I learned how unfair the world could be. I was the last child born into a family of overachievers. All of them thrived off of positive press and praises for their works. They all had high hopes for me," Kylie began.

"That doesn't sound like Anna at all," Ben said, brow furrowed.

Kylie gave Ben a look. "I'm adopted. I'm half-Filipino, while my moms are white and Bengali. I thought you knew this."

Ben blinked. "It honestly never came up."

Kylie sighed, but continued with her story. "I faked it. I pretended to be perfect. I developed this autopilot for myself, someone who could do things for me unconsciously; they studied words I didn't know, did things I hated, and because they did so, I got attention. My 'family' loved the perfect, false me for those qualities and not their personality. I hated them for that for the longest time."

"So, what happened? Did you run away?" Blake asked.

"I wanted to. I did. Then, when I was seven, I saw monsters up close. It started with death; a dog getting snatched up by a Nevermore, along with his owner. Later, a man was found dead in his home, large teeth marks lodged in his chest and his back shattered by something strong. Fear spread around town quickly, and that is _NOT_ the thing to spread when the threat of Grimm hangs over your head like a dagger on a loose string. More and more cases of Beowulf murders occurred, some in daylight, and much more in the nighttime." Kylie paused, looking haunted.

"...and then...I saw it."

Weiss held her arm. "Saw what?"

"...are you guys familiar with the Seamstress Grimm?" Kylie asked. "A monster that sucks the energy from their prey, draining them until they're just nothing?"

"...yes," Weiss lied. She wanted to make Kylie feel better.

"The fear was strong enough to warrant a visit from one of those. It slaughtered my perfect family, and...I just _ran._ I ran and ran and ran...until I hid in a library. I'm not religious or anything, but I prayed for someone to help me. And while Heaven was busy with other prayers, Hell sent its fallen angels to take care of the issue."

"Anna?" Rook piped up.

"And Sienna," Kylie added. "I suppressed most of the event, but she mentioned she was there. When the noise died down, I was still a sobbing mess, scared out of my mind, and shivering like a hypothermic victim. The Huntresses that saved me took me in and...I was basically "Kevin" for a year or so. The two of them provided me with therapy and books and food to keep me busy and distracted while she and Sienna handled the fallout of my town in private."

"...I had no idea that you went through this," Ben said, putting a hand on her shoulder.

"Even though I recovered, I was still terrified that I'd encounter a Seamstress again," Kylie said. "You just aren't the same after seeing that... _thing."_

"So...you quit being a Huntress because you didn't want to face something like that?" Weiss asked.

"I never said I quit," Kylie said, shaking her head. "I just needed more experience. That's why I joined the Plumbers."

"Think you'll ever get back into the field?" Ben asked.

Kylie paused, as she looked up at the ceiling. "Listen- no one knows their direction in life. I'm not even sure our parents know what life will be like in a few years. It'll change, just like that. I dunno how things will change for me, or for everyone else living on this fucked up planet, but...everything right now just seems like it's in a constant state of maybe."

Kylie then looked at the concerned faces in front of her. "So, enough Dumbing of Age tier drama. Wanna watch some memes?"

Everyone nodded in agreement.

From the aggressive Ben's point of view, the nightclub was loud. From the outside it looked uncomfortable, unenjoyable and unfriendly. It was hard to see through the large, stained glass windows, but the music and screams from within could be felt outside and around the corner. Stepping inside nearly gave Ben a migraine; it was bright and flashy and obnoxious. The place was large and open though, with a bunch of other people already partying like crazy. The walls were decorated with pictures of people having fun and other memorabilia.

Ben honestly had no idea why Yang would drag him, Ceres, and Kevin to this place. Yang was a fun party girl, not the type to take you somewhere where you'd get shanked in the back.

"Well? What are we waiting for?" Yang grinned as she stepped onto the floor. Ben blinked and looked at the others.

"...fuck it, I'm joining in." Kevin shrugged and joined Yang on the dance floor.

"Eh, might as well," Ceres said, walking over to the bar.

Ben thought for a moment, and then said, "Well, might as well get smashed." After all, he had two left feet, and he still had PTSD from Camille and Joel's wedding. "Give me a gin and tonic, on the rocks," he ordered once he was at the bar.

The bartender gave him a look.

Ben frowned. "What? I have taste. Get to it."

"No, you absolutely do not." Ceres sighed. "Get him a Malibu Sunset," she told the bartender. "I'll take a Blue Island Splash cocktail." The bartender nodded and got straight to making it.

"Wait, how will you know I'll like a Malibu Sunset?" Ben asked.

"I don't know, it looked tasty and pretty to look at." Ceres shrugged.

That was when Lev scooted over, wearing tight, ripped up white pants and a dark blue V-neck. His hair was expertly tousled and his eyes gleamed behind his stylish rimmed glasses. He sipped at his lemon drop martini and gave his stupefied friends a shit-eating grin. "And don't worry if the drink sounds girly. Girly drinks taste the best."

"When the fuck did you get here?" Ben demanded to know.

"Oh honey," Lev condescended. "You should know by now that when chaos is afoot, I magically appear. And you, dear Benji, are a _magnet_ for it."

"He's got you there," Ceres pointed out, taking her drink from the bartender. Ben grumbled insults under his breath and took a sip of his Malibu Sunset- which was, in all honesty, very tasty.

What Ceres and Lev neglected to mention was that those so-called 'girly' drinks have more alcohol in them than, say, a gin and tonic. It was more delicious and efficient to get wasted off of those drinks, and it was Ceres' goal to get Ben drunk as humanly possible.

Why?

Lev offered to take all her graveyard shifts for a month if she got Ben _seriously_ drunk.

A perfectly reasonable explanation, many of their friends would think. And it was a fantastic incentive too; by the time Ben finished his drink, he was already pretty tipsy. The boy _did not_ hold his liquor well enough. The drunk Ben had attached himself to Yang, hugging her tightly and absolutely loving the scent of whatever she put in her hair.

"You smell like sunshine," Ben slurred, nuzzling Yang's luscious locks.

"Jeez," Yang giggled, sipping her strawberry sunrise. "Looks like Ben's having fun."

"I'm shocked all it took was one drink," Lev declared, taking a swig of his recently made pina colada. "Kinda hoped there'd be more fanfare, you know?"

"Whatever. This is absolutely being saved for tomorrow," Kevin said, already recording.

"Thank you, Kaehvin," Ben slurred again. "You have… a Superman chin."

Kevin raised an eyebrow. "Thanks, I'll keep that in mind the next time we go to a convention. Now, what do I smell like?"

"100% American beef."

Kevin let out an involuntary chuckle, while Lev laughed uproariously and slapped the older boy on the back. "Ahhh, I love One Drink Ben," Lev said, wiping an eye.

"Lev has pretty Zuko eyes," Ben mumbled. "Ceres... _musclesssssss..."_

Ceres chuckled. "This was worth every penny."

"Absolutely," Yang agreed. She and Ceres tipped glasses.

"So, why take us here, exactly?" Ceres asked curiously. "I kinda expected somewhere that wasn't infested with..." She motioned over to what looked like two underage girls dancing on stage.

"Oh, no, don't get me wrong," Yang explained, "I hate this place too. I just wanted you guys here for, well, support."

Ceres raised an eyebrow. "Support for what?"

Yang's demeanor turned serious as she pulled out her scroll. "I've been doing some investigating into Roman's affairs. Blake overdid herself the last time, so I'm doing it so I don't have to physically lead her to bed."

"I know the feeling," Ceres said, side eyeing Lev.

"You hadn't slept for like 80 hours, Ceres. I did what I had to do," Lev defended himself.

"Hush," Ceres said, turning her attention back to Yang. "So, what did you find?"

"Well, I got info on the club owner," Yang revealed, pulling up his photo. The man had gray eyes, short black hair, and a thick goatee. "This is Junior."

"Hahah," Ben chuckled. "He's...got the name of a really bad...Schewansntzaneger movie."

Yang paused. "What?"

"You knooow!" Ben laughed. "Arnie! Arnie Schitzophernic!"

"...I think he's trying to say Arnold Schwarzenegger," Lev said, grimacing. "And referring to the movie where he and Danny Devito have a kid."

Yang turned to look at him. "What?"

"Ben and I watched it together one night. We couldn't look at each other for a full week afterwards," Lev said, taking a sip of his drink. "Movie nights haven't been the same since then, either."

Yang rolled her eyes. "As I was saying- he's got history as an information broker, keeping tabs on the various goings-on of Remnant. He's also said to have a reputation for knowing everything and has business connections with underworld figures like Roman."

"Typical," Kevin groaned. "Dance floor must be a distraction for his real business. Where can we find the guy?"

Yang pointed over towards the wall. "Right there." Everyone glanced over at Junior, who was watching the dance floor carefully. "I got this," she said, as she walked over...with Ben still piggy backing off her.

The second Junior saw Yang, he could tell something was off. "Aren't you a little young to be in this club, Blondie?" he joked.

"Aren't you a little old to have a name like Junior?" Yang shot back.

He furrowed his brow. "So you know who I am. You got a name, sweetheart?"

"Dooon't talk to her like that!" Ben garbled. Junior gave the boy a concerned look.

"Ignore him," Yang sighed. "But yes, Junior, I've got several. Also...instead of sweetheart, you can just call me sir. People say you know everything."

"Maybe so." Junior frowned. "Why?"

Yang brought her scroll up to his face, showing him a picture of Roman. "Tell me where I can find him and I'll let you go."

Junior raised his eyebrow. "Let me g-" And in an instant, Yang was holding him in a chokehold. The others watched in amusement.

"This is getting interesting," Lev said appraisingly, draining his drink.

"Well?" Yang asked. "I'm waiting~"

Junior began to sweat. "I've never seen him before, I swear!" She shot him a look. "I swear, sir!"

"Liar...liar," Ben murmured. "Plants for hireeee..."

Now the scene was starting to get some attention. Junior's employees began to gather around, waiting for Yang to make a move. She looked around and smirked.

"Looks like we have an audience. This must be embarrassing for you, huh?" Yang joked.

"Awkward..." Ben drawled.

"Fine, fine! Torchwick hired me for some goons, but that's all!" Junior exclaimed. "They were just his backup on a few missions. I don't know anything else."

"Alright, alright," Yang said, releasing Junior from her iron grip. "That's all I needed to hear."

Junior rubbed his neck. "Good."

Yang then brought up another picture on her scroll. "Now, topic two; know anything about her?"

Junior gave her another look. "Listen, blondie sir. If you want to make it out of this club alive, I suggest you leave. I don't know anything about this masked freak."

Yang glared at him before turning around. "Alright. I got what we needed."

Ceres raised an eyebrow. "That's it? That was just an interrogation. Why bring us?"

Yang shrugged. "I thought a fight was gonna break out. That was settled in a much more restrained way, so I can't com-"

"WHAT DID YOU CALL HER?" Ben suddenly yelled. The others turned to see their friend, red faced and angry, glaring at Junior.

"N-nothing! I swear-" Junior backpedaled.

"NONONONONO! YOU CALLED HER THE C-WORD! YOU CAN'T SAY THAT!" Ben screeched.

"Oh, and what are you gonna do about it, kid?" Junior taunted, looming over him.

"I'll fuckin' show ya!" Ben clumsily activated his watch and slapped down the faceplate. As the green light faded away, Yang could tell... _this wasn't gonna end well._

Ben's alien was pathetically small, maybe up her knee. The alien had green skin, six sprout-like growths on the back of his head, swampy-green skin, tanned stomach and muzzles, black digits and black-green spots on his tail, with a crooked overbite. He had whisker-like lines on his face, a green tail, and the Omnitrix dial on his right hand.

Junior took one look at the alien...and burst out laughing. "Nice trick, kid! Hey, boys! Hold him down! I wanna see how far I can punt him!"

One of Junior's henchmen stepped forward and cracked his hands, right before Ben opened his mouth. Three tongues shot out of his maw and wrapped around the man's body. Ben began to swing the guy around like an amusement park ride, before eventually letting go of him; the man smashed against a wall across the dance floor.

Junior looked back at Ben, took a deep breath-

"A RAISE FOR WHOEVER KILLS THAT FUCKING FROG!" he shouted.

"Welp, we're fighting," Yang sighed, loading her gauntlets.

Lev grinned. "Fucking finally, this place was getting _boring."_

"Couldn't agree more." Kevin grinned as he slapped down the AntiTrix, turning into Brainsick. He dug his pincers into the ground and unleashed blasts of electricity from his cranium, tearing up the dance floor. Junior's henchmen flew across the room.

Yang ran across the ruined dance floor, already bloodthirsty. A henchman ran at her with a knife; she blocked the blade with her gauntlets before crushing it in her robotic hand. The man gave her a wide eyed look. Yang juwt grinned before she decked him in the face.

More men ran at Yang, carrying an array of weapons. Yang unfurled the "skin" around her robotic arm and dangled it in front of her. One of the men, who was wielding a bat, took a swing at her; however, Yang immediately caught the weapon in her string and sucker punched him in the gut.

The other men tried striking her as well, but Yang simply jumped back and cocked her gauntlets. She unleashed a flurry of punches that released dozens of shotgun shells. The shells weren't precise, but Yang didn't need them to be. The idiots were ducking for cover, which is exactly what her partner needed...

Lev, the tricky bastard that he was, had blended in amongst the henchmen. "Man, she's tough," he commented to a 'fellow' goon.

"Yeah, I know, it's like she's some kind of- Hey, wait a minute, who the fuck are you?" the henchman demanded.

Lev grinned as his leg struck the man's face at point blank range. The man fell back as Yang paused her attack; she had never seen Lev fight before, and she was admittedly interested in seeing how he did in battle.

Lev cracked his neck just as more men came at him. Yang took note of something interesting: Lev was moving his feet in a strange, triangular pattern. It was like he was subtly dancing to the beat of the music.

One of the men swung at Lev with his brass knuckles; Lev ducked under the fist before flipping off the ground; he kept his right arm close to his chest to create enough torque for the rotation, and landed a perfect axe kick to the man's head. The man fell to the ground, knocked out. Lev smiled, kicking the unconscious goon directly at the other men that were going to attack him.

Yang smirked. Lev's fighting style was just as crafty as he was.

Ceres slammed her kneecap into a man's face, knocking him out upon impact. Another idiot tried to attack her from behind, but she delivered a quick, flaming uppercut that sent the goon flying into the ceiling. Ceres then blindly landed a back fist on some idiot trying to get another sneak attack on her.

She didn't know if he was there, to be honest. She just expected it.

Suddenly, Ceres heard the sound of a magazine being loaded into a gun. She turned around to see the DJ wielding an AK-47. The man started to fire at her from his stand, but Ceres rapidly evaded the gun fire. She propelled herself upwards with a fiery blast from her hands, delivering a spear kick into his chest upon impact. The man stumbled back as she landed inside the booth. Ceres grabbed the man's head and slammed it into his turntables.

Ceres then ripped the bear helmet off of his head and held it in the air.

"YEEEEEAAAAAHHHH!" She bashed it over her knee, smashing the helmet into pieces.

"Hey, come on! I bought that with my own money!" the DJ whined.

"They didn't supply you with it? That's fucked up, actually." Ceres frowned as she picked him up by his shirt collar. "Well, still. You shot at me. So..." She threw his ass to the bar table, the wood smashing to bits.

Ceres hopped over the booth and walked on over to the broken bar. She grabbed her (somehow still intact) drink and smirked.

"Are you seriously drinking at a time like this?" Yang asked her.

Ceres raised an eyebrow. "Yes. Power move."

"...excellent point," Yang said, downing the rest of her strawberry sunrise.

At the same time, Kevin was still firing strong electrical blasts at the henchmen. Ben would occasionally swallow some people so he could...throw them back up, heaving them against the wall and leaving them broken and traumatized. Ben regurgitated a giant acid ball, throwing it directly at Junior. He ducked underneath it, letting it hit one of the doormen; the acid burnt right through his clothes. Junior growled before he charged at the alien. He punted the thing across the room, having it crash into the speakers by the DJ table.

"Ben!" Kevin yelled, trying to scuttle over. Suddenly, he felt someone strike his leg. He peered down to see some idiot with an axe-gun attempting to cut his leg down like a tree. Kevin rolled his eyes as Doppler started to create a small 'cut' in the leg. Black and blue fluid leaked out of the 'cut' and onto the idiot's weapon.

"Oh. No," Kevin said, his voice a monotone. "I'm bleeding...my alien blood is really getting everywhere. Damn, you got me."

The idiot started to celebrate, stepping back to whack the leg again-

And then the blue liquid activated. The alien 'blood' was just some of Daft Punk's techno-organic form. And what happens when it touches something like, oh, I don't know, technology?

The weapon suddenly formed a fist and uppercut the idiot's jaw. The idiot stumbled back, slipped on the puddle, and knocked himself out.

"That was just sad, actually," Doppler sighed. "I can't even laugh at that."

Kevin gave him a look.

"...oh what the hell, that's hilarious," Doppler chuckled.

Yang and Ceres poured themselves another shot just as two other girls walked over to them. The two appeared to be twins; they had long black hair and pale green eyes. The one on the right had heavy cyan makeup and wore a white, strapless dress with cyan lining. The one on the left had heavy scarlet makeup and a red strapless dress with black lining.

"Can we help you?" Ceres asked, raising an eyebrow.

"Looking for a good time?" Yang joked.

"We don't really _know_ who you guys are, but..." the cyan girl huffed.

"The boss wants you dead," the scarlet one said.

"Oooh, sassy," Yang teased, finishing her shot. She quickly reloaded her gauntlet as Ceres cracked her knuckles.

The two sides charged towards each other, their respective weapons clashing brilliantly. The scarlet twin dodged to the side to avoid one of Yang's punches, her claws cutting upwards and slicing against the blonde's chest. Yang hissed as she deployed the string around her robotic arm. The girl swung at her again, but Yang quickly caught her blades.

"Gotcha," she taunted, cocking her weapon. Yang punched the air, releasing her fiery shells and sending the girl flying into the bar. She hit the wall...and was promptly crushed by the beer display falling on top of her.

The cyan twin dodged Ceres' shotgun shells, delivering a kick to her arm. Ceres simply blocked the blow. She spun around with a backhanded punch, knocking aside her opponent's heel blades, before following up with a barrage of strikes. Ceres quickly uppercut her opponent in the chest whilst firing off a long ranged blast, sending her flying into the air before the twin fell back to earth.

"That was overkill," Yang commented.

Ceres shrugged. "In my defense, her fashion sense fucking sucked."

Ben shook his semi drunk head just as Junior pointed a rocket launcher at his face.

"Dodge this, you little shit." Junior grinned, his finger near the trigger.

Ben grinned. "Don't really need to, asshole." His three tongues shot out and ate the entire rocket launcher. Junior stared incredulously at the alien, who simply swallowed the last of it.

"D-did you just eat my fucking weapon?" Junior stammered.

"How the turntables," Ben slurred. "You want it back? Here!" And then Ben regurgitated the weapon as a slimey projectile that hit the older man square in the chest, and sent him flying through the ceiling.

Ceres blinked as Ben laughed hysterically. "...I think it's best we leave."

Yang nodded. "I agree."

Later on, as they walked home (with Kevin giving Ben a piggy back ride), Lev grabbed Ceres by the elbow and slowed their pace, making sure the others were ahead of them.

"What's up?" Ceres asked, raising an eyebrow.

"I wanna know how you are," Lev said seriously. To anyone else, it would take them by surprise- Chaos Incarnate Lev, being serious? Impossible. But Ceres had known him since their academy days, and he had stuck by her after the last Incursian-Archimedean War, even joining the Plumbers with her and Ari. Lev could always be serious, but he had his own demons to worry about.

Ceres sighed; now it was about her demons. "Same as usual. Just waiting for the other shoe to drop."

"Is Vivian not available?"

"No, she still does our weekly meetings, just through the computer now," Ceres told him. "Therapy always helps, but…"

"But?" Lev prompted.

Ceres sighed. "Not only do I have to worry about leading my team and my own studies, but after Max's death and Servantis' betrayal… It makes attending class at Beacon feel surreal. Absurdist. _Wrong_. It feels like bugs crawling under my skin, and I'm worried about the day where I just can't pretend anymore."

"Is there anything I can do?" Lev asked worriedly. "Is there anything anyone can do?"

Ceres smiled ruefully. "No. You know you can't always prevent a breakdown."

For a second, it looked like Lev was trying not to cry. And then he gave a bitter smile of his own. "You're right. I really do know."

Ben never expected the trip to Ruby's mentor to be so _long_. The bus driver didn't even drop them off at their stop, just in front of a forest path.

"Maria used to be a part of the Beacon staff," Ruby explained. "She was there when my mom was my age, but I don't think she taught her."

"Alright, then," Ben said. "Why did she leave?"

"Field incident," Ruby went on. "Her eyes were damaged pretty badly. She can't see without a special 'seeing aid'."

Ben winced, touching the area around his eye in sympathy. "Ouch."

"She's a nice woman. Harsh, but nice." Ruby smiled. "Just don't get on her bad side."

"What do you mean by that?" And then Ben was hit in the face by a flying staff.

The staff could only come from Maria Calavera. The woman was small, but that came with age, she was certainly a lot more spry than many would believe on first sight.

"She means don't start mouthing off about people who are listening," she chided whilst bonking him again with the staff and looking over to Ruby, a slight sigh releasing from her lips.

"Honestly, child, you bringing boys over here is going to do nothing but cause trouble."

"He's a friend, Maria," Ruby huffed. "You don't need to beat him up for me."

Ben rubbed his head. "Wait, repeat that again?"

"Like I said, I needed...a partner. A sparring partner." Ruby nervously grinned.

"Ruby Rose, you have sparred with me for the many times that you have been here. Why is now any different?" Maria exclaimed before starting to point her staff up at the red hooded Huntress...and then suddenly clutching at her side as she pulled something. A scowl formed as she looked back up "Ok, point taken. But if he gets killed during training, I'm not burying the body."

"I mean, doubtful." Ben grinned as he stood up. "I have a few tricks up my sleeve." He activated the Omnitrix, Maria's ears perking up at the sound.

"What the hell was that?" she asked. Ben turned the faceplate a few times, searching for a good alien to use...and he smiled, slapping down the Omnitrix. Tendrils ran up his arm, his legs, and his face...

Ruby stared up at the familiar form; it resembled Vilgax, however he wore black armor that has a white stripe on the chest. He had spikes on his knees and shoulder pads and six green tentacles dangling in the front of his face. His tentacles and arms faded into brown, and he wore black, fingerless gloves. He had green sacs on the side of his head and green eyes.

Maria simply looked at the large, hulking beast in front of her. Now, a normal old woman would've probably either suffered a heart attack or fainted at the sight of this kid transforming into a monster right in front of her. And a normal old woman most likely would've also gone screaming to the hills upon seeing such a thing-

But Maria was no ordinary old woman.

She slammed her staff into Ben's face a third time. "I've seen better tricks from Ozpin. Now stop fooling around and let's keep moving, if you want to show my student a fun battle, then perhaps showing off isn't going to be your best bet!"

"Wow, I expected nothing, and I'm still let down." Ben pouted. "10 feet apart from one and other work for you?"

"Ten feet apart, first one to bring the other down to low aura or knock them down and pin the opponent, wins," Maria explained the rules whilst looking to Ruby. "Now Ruby, don't be afraid to go all out. Partner or not, you must remember that in the battles to come you might need to push yourself harder than you have previously, alright?"

"Right." Ruby nodded, and the two started to walk ten feet away from one another.

"...I should have made popcorn," Maria murmured to herself. "This is going to be good."

As the two faced each other, Ruby took a deep breath and quickly spread her legs apart, taking a powerful stance before spinning Crescent Rose into action, her eyes focused solely on Ben.

Ben slowly unfurled his tentacles and gave Ruby a smirk. Sea Strike was not an alien Ruby should've taken lightly. Especially since Vilgax gave Ruby a lot of trouble back when they were younger with his stupid regeneration feature...

But that was then, and this was now. Ruby took another breath before hearing Maria raise her staff and slam the end into the dirt.

"Begin!"

Ben didn't waste a second; he immediately shot up in the air and shot his tendrils out into the ground repeatedly in a blurry, rapid barrage of strong strikes.

Ruby watched Ben shoot up and immediately started to spin Crescent Rose like a whirling fan, the strikes against her being parried or repelled as her scythe kept her safe.

Ben frowned as he landed, before dashing right towards her. He dug his tendrils into the earth to grab some massive chunks of rock to throw at her.

Big mistake. Ruby was taking a page out of her sister's book, quickly launching herself at the large chunks of earth and running across them. She fired a few more times before launching herself right at Ben, ready to strike.

Ben quickly dodged the first few attacks, striking back with a nasty sucker punch to Ruby's abdomen. Ruby let out a grunt as she skidded back, spinning her scythe again and firing off a few Dust rounds. Specifically some earth and ice rounds, as she planned to keep Ben _literally_ rooted to the ground.

Ben struggled to free himself from the mix of Dust as Ruby sped towards him. He shot his tendrils out at her again, but in a quick flash of rose petals, Ruby spun herself into multiple red cape-like tendrils of her own, before remerging and slamming her foot into Ben's face, firing off a couple more rounds in the process. Ben stumbled back, shaking off the pain and taking a few bullets to the chest.

"Alright, so, this plan isn't working out as well as I hoped it would," Ben contemplated. "Let's try something new." He slapped down the Omnitrix on his chest, shifting to a different alien; purplish green energy consumed his entire body, shrinking his form as mossy rocks formed armor around his chest, head and legs. Shock Rock slammed his hands together, forming a baseball bat to fight Ruby with.

"Seriously?" Ruby scoffed, raising an eyebrow.

"YES. SERIOUSLY," Ben exclaimed as he ran at her.

Ruby decided that if this alien was more focused on fighting up close, then she was going to play keepaway. With a few well timed shots, she flung herself around the trees, and each time giving a taunting gesture to Ben, like a stuck out tongue here and a wink there. Ben grinned as he picked up a rock and threw it high into the air.

"BATTER UP!" Ben then proceeded to whiff the rock a few times, quietly swearing to himself...and THEN finally hitting it at Ruby.

She smirked before breathing once more and quickly doing something that made even Maria laugh a little at how unexpected it was; she used Crescent Rose as a bat to fire the rock BACK at Ben.

"OH FUCK OFF!" Ben yelled as the thing dinked him the head. Ben focused his energy into the bat, transforming it into a spear. Ben hurled the thing through the air.

Ruby gasped before quickly dodging and returning fire. "What? You think I'm just gonna let you get a good hit in on me like that?"

"Oh, no, I expected that." Ben grinned as he formed a massive ball of energy in his hands. "But did you expect _this?"_ He threw the ball of energy up into the air and slapped down his Omnitrix symbol, transforming into Feedback. The ball of lightning plummeted back to the ground, just as Ben's 'plug' tendrils quickly absorbed the thing to charge up.

Ruby simply readied herself, giving him a grin. "I mean, you could've gone with something a little less obvious~" she teased, trying to rile him up more.

"Hey, thanks for the Feedback." Ben grinned. "Get it? Feedback? Cause I'm...Feedback..." The smile slowly faded.

"GET BETTER MATERIAL!" Maria yelled from the sideline.

"What she said~" Ruby smirked before rapidly firing off some more Dust rounds, moving from tree to tree before launching herself down and getting ready to attack up close. Ben quickly zipped past the bullets and bolted over to fight Ruby in hand to hand combat. He threw a powerful left hook, enhanced by the Fulmini energy he'd absorbed. The punch was enough to quickly knock Ruby aside, but she retaliated with a series of kicks and swipes of her own, moving much quicker than someone should normally be able to when fighting.

Ben was especially quick to dodge, again thanks to the energy he absorbed. But still, Ruby was so fast! He quickly wrapped his antennae around her hands, giving her a cocky look with his one eye. Ruby simply gave a similar look back before using her Semblance once more, this time actively charging into Ben to knock him backwards.

"Okay, that did not work the way I hoped it would," Ben muttered, shaking his head in confusion.

Ruby let loose more swipes and slashes before going for a double footed drop kick of all things. "YAH!"

Ben was not fast enough to dodge it, and was hit dead in the chest. He stumbled back and gave her an incredulous look. "Seriously, where did you learn to fight like this!?"

Ruby simply motioned to Maria, who was busy snacking on popcorn and enjoying every minute of this; "I've had more than a few trainers~"

Ben furrowed his brow. "Alright...time to get serious." He struck a pose, charging up a ball of energy in his hand. "Ka...me..."

Ruby just looked at Ben, confused, before realising what the hell he was doing. She quickly leaped back and got ready.

"-HA...ME...HA!" A straight, large beam of purple and green energy shot out of his plugs, destroying a few trees in the beam's wake.

The red hooded Huntress yelped before diving out of the way. "YOU DON'T JUST GET TO RIP OFF OTHER ATTACKS LIKE THAT!" Ruby yelled whilst waving a fist at Ben.

"Listen! Kylie thinks I can beat Goku! Might as well pay homage to him." Ben grimaced as he looked around, noticing all the destruction the two had caused. "Welp, better fix this before the EPA gets on our ass." He slapped down the Omnitrix, turning into Swampfire. "Alright, battle of the plants! Swamp vs Rose!" Ben grinned, as the trees nearby grew back to normal health.

"One thing about roses that you need to remember-" And just like that Ruby was behind Swampfire, scythe at the ready as she started to swing. "We have thorns!" She was tiring, her swinging becoming less precise but no less deadly-

And then Ruby slashed through Ben's arm and completely severed it. He stumbled back and looked at his stump. "Ow," he said, almost offended.

"Oh shit-! Uh...You OK?" Ruby stopped for a moment, clearly worried. Maria was actually surprised, unsure if this was genuine or if Ben had some kind of regenerative ability in that form. Either way, there was a mess already forming.

"Uh...no," Ben lied, like a liar. It was a well-known fact amongst the Plumbers that Swampfire could regenerate himself pretty easily. But if Ruby didn't know that...

Ruby took a quick glance at the arm, not seeing it twitch. She gave Ben a contemplative look. "Uhhh...Well, I mean I still technically haven't won soooo-BANZAI!" And just like that Ruby pounced on her opponent, hoping to pin him down quickly. Ben quickly melded with the ground, leaving Ruby to land flat on the grass. Ben popped back up a few feet away, still missing his arm.

"Hold still!" Ruby quickly jumped from place to place trying to pin Ben down, having a...less than successful time.

"This is just embarrassing," Maria sighed. At least Ben was regrowing the trees and garden. Ben popped up one last time, hearing Ruby pant. "Alright," he said, picking up his arm. "Looks like that strategy worked...somehow. XLR8 should finish you off!" Ben slapped down the Omnitrix-

And looked up at Ruby. As Grey Matter.

 _"...shit."_

Ruby's eyes widened as she quickly started to grin. "Oh, Lady Luck and RNGesus, thank you so much!" And with that, Ruby charged forward and yelled as she pinned Ben down one last time.

"I'M BEING SUFFOCATED!" Ben yelled, as Ruby squished him with her superior size.

"SAY UNCLE! SAY UNCLE!" she yelled.

"UNCLE! UNCLE!" Ben screamed.

And with that Ruby finally got up, victorious and out of breath. "H-How was that Maria?" she asked.

"I am so lost," Maria told her. "But hey, it was a good show."

"Oh yeah, Ben has these weird alien powers and he's got waaaay more than ten but I've kinda just...done my research on them?" Ruby was lying through her teeth; she bluffed her way through most of that fight.

"Mmph..." The stuck Grey Matter struggled to get free of the earth.

"But uhh...while we're here, you mind if we stick around for a bit?" Ruby asked, rubbing the back of her head.

"I'm fine with it. Though, is your friend ok?" Maria asked, concerned.

"Ah, he'll be fine! You'll be OK, right Ben?" Ruby asked, glancing over.

"I can't feel my legs," Ben mumbled.

Ruby rushed over before pulling on Grey Matter to try and get him out from the dirt. "I was probably a bit too hard...Hehe, sorry!"

"You owe me _so many_ smoothies." Ben huffed as Ruby put him on her shoulder.

"Yeah, yeah," Ruby said, rolling her eyes.

"Alright, come on inside, you two. I'm sure you two have _a lot_ to tell me," Maria chuckled whilst turning and walking toward her hut.

"And that's the whole story," Ben said, setting down his tea cup.

Maria paused, taking a deep breath. "Quite a tale, child. A bit strange at some parts, but I'd believe it. BUT! I must criticize you on something."

Ruby raised an eyebrow. "What's that?"

"Not having an aura, damnit!" Maria's cane whacked Ben on the head. "Are you an absolute idiot?"

"I-I mean, I was able to take Cardin down without too much trouble, right?!" Ben exclaimed, rubbing his aching head. "That counts for something!"

"Counts for how dangerously stupid you are!" Maria yelled at him.

"So, what? Do we have to unlock Ben's aura or something?" Ruby asked.

"Unlock?" Ben asked, tilting his head towards her.

"Yeah! Aura can be manually unlocked," Ruby explained. "Lots of kids do it at Signal."

Ben furrowed his brow, contemplating that. "I never got an aura. You never properly explained it to me when we were kids."

Ruby blinked. "Really? Thought I did."

"...maybe you did. I have a terrible memory," Ben admitted.

"It's like having glass around your body," Maria explained. "It's strong, but you can only have a few things strike it before it shatters. There's an old saying: Those who live in glass houses shouldn't throw stones. You are on the receding end of that statement." Maria paused, giving Ben a smirk. "And also the stones are real and not some idiom."

Her smile faded away, her expression becoming pensive. "Aura can be used for two things- defensive maneuvering and offensive presence. Ruby is quite skilled at the latter."

Ruby puffed out her chest. "I can easily ignore my decreased defense with my Semblance. Allz good."

Maria gave her a disgusted look. "...what the fuck did you just say, what is 'allz'?"

"...can I get my aura now, please?" Ben asked sheepishly.

"I will personally take care of it for you," Maria declared, thrusting her hand at Ben's chest. Ben gasped in shock as Maria focused. The two of them glowed as Maria's voice deepened. " _For it is in passing that we achieve immortality. Through this we become a paragon of virtue and glory to rise above all, infinite in distance and unbound by death. I release your soul and, by my shoulder, protect thee."_

The shimmering glow flickered and faded away, yet Ben could still feel it thrumming underneath his skin. "There," Maria said, out of breath. "That should do it. It's a weaker form, but it should protect you from, well, the basic stuff."

"Essentially, you have something like Kylie's aura," Ruby told him.

"What do you mean by that?" Ben asked curiously.

"Well, humans with genetic differences have a tamer form of the barrier," Maria explained. "And, Osmosians...well..."

"Very true." Ben nodded. "Well...thank you."

"We should probably get going," Ruby said, noticing the time. "It's getting late, and I'm starting to get hungry."

"You're not going to stay for dinner?" Maria said, a little disappointed. "I could make you two something."

"Unless you know how to cook a greasy burger from an in-town restaurant, I'm not interested," Ruby replied, grinning.

"It was nice meeting you, Miss Calavera," Ben said, extending his hand.

"...it's still pretty funny you got your ass kicked." Maria grinned, giving Ben an iron grip handshake. Ben was caught off guard by the sheer strength of it, quickly retracting his hurting hand.

"What was that for?!" he gasped, cradling it.

Maria grinned shamelessly. "Just testing to see if your aura was working."

"You suck, you know that right?"

"Says the all powerful boy defeated by my pupil."

The sensitive Ben sighed, flopping on a comfortable couch in the dorm. "I enjoyed that heart to heart with everyone. I feel better connected to them."

Ben smiled happily. "I feel like I understand Ruby a lot better now. I knew she was working hard and stuff, but she's _REALLY_ dedicated."

"Awwww, you got a crush on her," The arrogant Ben laughed, still drunk.

"...what happened to you?" the sensitive Ben asked hesitantly.

"Alky haul..." Arrogant Ben hiccuped. "Shhhh...Ceres told me to sit here..."

"...ok, I think it's time we rejoined," Ben said tiredly.

"Smashing!"

"You stop that!"

"Maybe we should get him some water first," the sensitive Ben whispered.


	45. Velvet Gets Her Payback

Ben tapped his pencil awkwardly as he looked across the table at Velvet. She seemed pretty engrossed in that big Grimm encyclopedia, furiously scribbling down notes while Ben barely made any headway into the project.

So, you're probably wondering- why is Ben working with Velvet? Simple- Random assigned project. Ben had crossed his fingers he would get someone he knew, but alas, he got Velvet.

At least he wasn't Weiss, who got paired with Cardin.

"So, what's the plan, Velv? How are we going to take on this project?" Ben asked on in a half-assedly excited tone.

"Well, we were assigned the Blind Worms," Velvet hummed, looking up from her notes. "Kind of my area of expertise since I'm from around the parts where they're most common. So, I'm over qualified for the part."

"Wait, aren't worms already blind? They don't have eyes," Ben said, actually confused.

"Blind Worms were given its name due to the fact it tends to use blindsiding tactics when attacking, and its insides are pitch black." Velvet explained. "And yes, earthworms have no eyes, but they do have light receptors and can tell when they are in the dark, or in the light."

"So, like Wildmutt?" A lot of information just when in one of Ben's ears and out the other.

Velvet's ears perked up. "Like what? What's a Wildmutt?"

Ben had temporarily forgotten the whole 'keep secrets' thing.

"Uh...me...dog sometimes?" Ben realized his mistake and tried to backpedal. "Semblance?"

Velvet blinked. "That reminds me...what _is_ your Semblance? I know you, like, turned into a walking chandelier when we first met...what's up with that?"

"Uh...my Semblance lets me...it's kind of like yours where, you know, fake animals?" Ben stuttered, lying terribly.

Velvet raised an eyebrow. "...Uh, alright..." She was confused, honestly, but hey, she had an idea of what it did. "Didn't know 'crystals' were an animal."

"I mean, I did say fake right? What's a better fake creature than ones made of rocks? Heh..."

"So, how many of those animals can you turn yourself into, exactly?" Velvet asked, pushing aside her work for the moment.

"Oh, around ten maybe, give or take?" Ben continued his fib as he tried to tie his web of lies together. "And it really isn't turning, per say. It's like a projection, I guess?"

Velvet grinned. "Oh, so like my weapon!"

"Yeah!" Ben rubbed the back of his neck. "I guess so."

Velvet pulled out a small camera. "So, I'm gonna guess your wrist watch operates like my camera. It creates these projections of weapons I've taken photos of. With my Semblance, I can mimic people's movements too! How do you get all those animals in the watch?"

"Oh, well. I scan animals and they get auto-altered?" Ben got nervous as Velvet curiously looked at the Omnitrix.

"Then, what did you scan to get that diamond guy?" Velvet asked. Fuck, she had him there.

"I...I think it was a bug on a rock?" Ben shrugged. "I was ten and _very_ sleep deprived."

Velvet laughed. "So, you're telling me Cardin backed off because you turned into a bug on a rock?"

"Haha, yup! I think he just has a weird phobia!" Ben chuckled.

"Mind if I ask a favor of you, then?" Velvet grinned, an evil tint in her eye.

"Sure?" Ben looked confused. "What's the favor?"

Next thing Ben knew, he was outside in the school garden. "So, like...turn into that crystal guy," Velvet explained. "I wanna take some pictures."

"Yeah, of course. There's nothing wrong with just some pics," Ben reassured himself softly, pulling up the dial for Diamondhead on the watch and pushing down to select.

Velvet grinned, her eyes lighting up- she dashed around Ben, taking pictures at every side, taking in every single detail. Ben just stood there, uncomfortable.

Ben instinctively crossed his arms, hunching over slightly. "Is this okay?"

"Hm..." Velvet looked through the photos she'd just taken. "Can you do something intimidating?"

"...alright." Ben struck an awkward action pose, his arm sharpening into a blade. Velvet ooh'd and ahh'd as she took a few pictures of it.

"I've never seen a Semblance quite like this. Why don't you use it in battle?"

"It fritzes out on me every so often," Ben said truthfully. "I'm still working out the kinks."

"Ah, I got it. I honestly can't use my powers for too long either. Once I use up a weapon, I can't use it again until I take another photo of it. Plus, I gotta have a lot of film on me," Velvet told him, quickly switching out the film roll. "So that eats into my wallet."

"That's rough, buddy," Ben said. "Any others you need me to be?"

"Got anything else intimidating?" Velvet asked. "Like, something that'd make Cardin freak?"

"Hmm..." Ben slapped the Omnitrix and became Ghsotfreak. "How's this? I also have others in mind."

Velvet grinned, raising the camera. "Oh, this'll be perfect~"

Ben looked at the piece of paper in his hands- 95%. One of the highest grades he'd ever gotten in a class at Beacon. Velvet, upon seeing the score, became even more cheerful.

"Port said that was one of the best reports he's ever read!" Velvet exclaimed happily.

"I kinda feel bad for making you do all the work, though," Ben admitted, scratching the back of his head. "All I really did was run the thing through Grammarly and maybe add a few points about historical accounts."

"Hey, we got an A, and you helped me expand my arsenal with that Semblance of yours." Velvet beamed. "I wanna thank you for all this. So, how about you and Ruby meet with me and my team Friday night? There's a great restaurant in the town over."

"Depends." Ben grinned. "You paying?"

"Me? Probably not. But Coco probably will," Velvet told him. "I gotta get to a tutoring session. I'll text you later about it."

"Sounds good to me!" Ben grinned as Velvet ran off. Ben started to feel hungry, so he debated on going to the cafeteria or getting a snack from a vending machine-

"I can't fucking believe this!" Ben whirled around to see Cardin storm down the hall.

"Outta my way, scrub!" the bully hissed. Ben quickly got out of his war path. Weiss sighed loudly, joining up with Ben.

"What's jock strap's problem?" Ben asked the heiress.

"Oh, him? He got an F on the project." Weiss huffed and crossed her arms.

"...don't you mean 'we'?" Ben asked. "I thought you both got the same grade."

"Obviously you didn't read the syllabus," Weiss said. "Since I did the bulk of the work, I didn't see a reason to include Cardin's name on the sheet. I think Professor Port got the message about how much _he_ contributed to the project."

"Damn." Ben blinked. "That's cold, Weiss."

Weiss flipped her ponytail for extra flair. "I grew up in Atlas. I've felt colder."

"I said get the FUCK out of my way, you sub-human!" Cardin yelled from down the hallway.

Weiss' eyebrows immediately shot up, before she ran down the hallway. Ben followed her to see Cardin looming over Velvet. She looked like she was blocking the way, finally taking a stand for herself...

Probably at the worst time, but still. Power to her.

"I said no, Cardin." Velvet had a determined look in her eyes. "I'm not your plaything anymore."

"Really? What, you gonna call your teammates here to help you? They can't _always_ have your back, you know," Cardin sneered.

"I know," Velvet said, pulling something out of her satchel. "So, I took matters into my own hands." Ben peered over to see Velvet's camera in her hands.

Cardin scoffed. "What are you gonna do with that? Sell my picture to the paper?"

"Nah." Velvet smirked as she pressed a button. Suddenly, the camera turned into a small box, and the top opened up-

A light frame copy of Diamondhead burst out of the box. Ben and Weiss' jaws dropped as Cardin backed away slowly.

Velvet grinned. "I found your kryptonite."

The holographic Diamondhead suddenly flashed a menacing action pose, making Cardin stumble back. He still had that HORRIFYING memory of the crystalline monster stuck in his head. Cardin backed away, only to bump into another hologram of Diamondhead.

"Ah! Stay away! STAY AWAY!" Cardin screeched, trying to escape, only to run face first into an even more threatening hologram of Diamondhead.

Cardin fell to the ground, screaming as the Diamondheads closed in on him...only to vanish when Velvet took a picture.

"Now, this one may get me a few bucks, actually. School paper would _love_ to see this," Velvet teased.

Cardin screamed and scurried off. Ben and Weiss stared in disbelief.

"...your partner scares me, Ben." Weiss shivered.

"Not even Ghostfreak could get that kind of reaction. I'm both impressed and horrified," Ben admitted.


End file.
